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) - APRIL 22, 2004







                                  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 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On April 22, 2004 ALLETE,  Inc.  issued a press  release  announcing  2004 first
quarter 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  furnished  pursuant  to Item 12.  Results  of  Operations  and  Financial
Condition. This information,  including Exhibit 99 attached hereto, shall not be
deemed  "filed" for purposes of Section 18 of the  Securities  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.

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

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 2 OF
THIS FORM 8-K.

                      ALLETE Form 8-K dated April 22, 2004                     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  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  proposed  spin-off  of our
     Automotive Services business and the sale of our Water Services businesses;
- -    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 North Carolina  Utilities  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"
located 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.

2                     ALLETE Form 8-K dated April 22, 2004



                                   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.





April 22, 2004                                   James K. Vizanko
                                  ----------------------------------------------
                                                 James K. Vizanko
                                  Senior Vice President, Chief Financial Officer
                                                  and Treasurer

                      ALLETE Form 8-K dated April 22, 2004                     3



                                  EXHIBIT INDEX

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

99  -  ALLETE  News Release dated  April 22, 2004 announcing 2004 first  quarter
       earnings.

                      ALLETE Form 8-K dated April 22, 2004

EX-99

                                                                      EXHIBIT 99
[ALLETE LOGO]

                                               For Release:    April 22, 2004
                                               CONTACT:        Eric Olson
                                                               218-723-3947
                                                               eolson@allete.com

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

           ALLETE FIRST QUARTER NET INCOME CLIMBS 19 PERCENT OVER 2003
           -----------------------------------------------------------

DULUTH,  Minn.--ALLETE,  Inc.  (NYSE:ALE)  today  reported  first  quarter  2004
earnings  of 62 cents per share,  compared  with 54 cents per share in the first
quarter of 2003. Net income for the quarter rose 19% to $52.5 million on revenue
of $458.5  million,  compared  with $44.3  million on revenue of $422.9  million
during the same time period last year.

"Our energy and automotive businesses both benefited from increased sales during
the quarter," said Dave Gartzke, ALLETE Chairman. "We are also experiencing high
demand for our real estate in Florida."

ENERGY SERVICES net income was $14.3 million for the quarter compared with $12.2
million during the first quarter of 2003. At Minnesota Power,  higher demand for
energy by industrial customers contributed to the increase.

Net income at  AUTOMOTIVE  SERVICES  was $33.3  million in the first  quarter of
2004,  compared with $26.7 million in 2003,  due primarily to increased  vehicle
sales and higher  conversion rates at ADESA auctions.  AFC arranged 263,000 loan
transactions  during the first  quarter,  an increase of 13%  compared  with the
first quarter of 2003.

A strong  quarter  of real  estate  sales  boosted  results at  INVESTMENTS  AND
CORPORATE CHARGES.  ALLETE Properties recorded net income of $11 million for the
quarter versus $4.2 million last year.

2004 EARNINGS GUIDANCE
- ----------------------

After the  separation  of  Automotive  Services  is  completed,  ALLETE  will be
comprised  of what is now  classified  as Energy  Services and  Investments  and
Corporate  Charges.  In 2003,  net income from these  operations  totaled  $28.3
million.  ALLETE now  estimates  2004 net  income  from  these  operations  will
increase by 10% to 15% over 2003,  due  primarily  to stronger  than  originally
anticipated sales at both Minnesota Power and ALLETE Properties.

ALLETE expects to reduce its debt by an additional  $150 million to $200 million
after the ADESA initial public offering and recapitalization,  which is expected
to occur in the second  quarter.  The 2004 net income  estimate does not include
the financial  implications of this debt reduction or transaction  fees and debt
retirement premiums related to the separation of Automotive Services.

ALLETE's  corporate  headquarters  are  located in Duluth,  Minnesota.  ALLETE's
holdings  include  ADESA,  a leading  integrated  wholesale  auction  and dealer
floorplan  financing  provider  throughout  North  America;  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.

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.

                                       ###

                        [RECYCLE 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 MARCH 31, 2004 AND 2003
                                                  Millions Except Per Share Amounts


                                                                                                                    QUARTER ENDED
                                                                                                                 2004          2003
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                       
OPERATING REVENUE
     Energy Services                                                                                            $182.3        $179.1
     Automotive Services                                                                                         247.7         232.9
     Investments                                                                                                  28.5          10.9
- ------------------------------------------------------------------------------------------------------------------------------------

         Total Operating Revenue                                                                                 458.5         422.9
- ------------------------------------------------------------------------------------------------------------------------------------

OPERATING EXPENSES
     Fuel and Purchased Power                                                                                     68.9          67.4
     Operations                                                                                                  289.3         276.2
     Interest                                                                                                     13.1          16.9
- ------------------------------------------------------------------------------------------------------------------------------------

         Total Operating Expenses                                                                                371.3         360.5
- ------------------------------------------------------------------------------------------------------------------------------------

OPERATING INCOME FROM CONTINUING OPERATIONS                                                                       87.2          62.4
INCOME TAX EXPENSE                                                                                                34.1          24.4
- ------------------------------------------------------------------------------------------------------------------------------------

INCOME FROM CONTINUING OPERATIONS                                                                                 53.1          38.0
INCOME (LOSS) FROM DISCONTINUED OPERATIONS - NET OF TAX                                                           (0.6)          6.3
- ------------------------------------------------------------------------------------------------------------------------------------

NET INCOME                                                                                                      $ 52.5        $ 44.3
- ------------------------------------------------------------------------------------------------------------------------------------

AVERAGE SHARES OF COMMON STOCK
     Basic                                                                                                        84.3          82.2
     Diluted                                                                                                      84.8          82.3
- ------------------------------------------------------------------------------------------------------------------------------------

BASIC AND DILUTED
     EARNINGS (LOSS) PER SHARE OF COMMON STOCK
         Continuing Operations                                                                                   $0.63         $0.46
         Discontinued Operations                                                                                 (0.01)         0.08
- ------------------------------------------------------------------------------------------------------------------------------------

                                                                                                                 $0.62         $0.54
- ------------------------------------------------------------------------------------------------------------------------------------

DIVIDENDS PER SHARE OF COMMON STOCK                                                                            $0.2825       $0.2825
- ------------------------------------------------------------------------------------------------------------------------------------




                                  ALLETE, INC.
                           CONSOLIDATED BALANCE SHEET
                                    Millions


                                                           MAR. 31,     DEC. 31,
                                                             2004         2003
- --------------------------------------------------------------------------------
                                                                  
ASSETS
Current Assets                                             $  961.1     $  695.4
Property, Plant and Equipment                               1,493.4      1,499.0
Investments                                                   189.4        204.6
Goodwill                                                      510.5        511.0
Discontinued Operations                                        89.7         87.9
Other                                                         109.3        103.4

- --------------------------------------------------------------------------------
TOTAL ASSETS                                               $3,353.4     $3,101.3
- --------------------------------------------------------------------------------

LIABILITIES AND SHAREHOLDERS' EQUITY
Notes Payable                                              $   53.0     $   53.0
Long-Term Debt Due Within One Year                             36.0         37.5
Other Current Liabilities                                     633.0        435.7
Long-Term Debt                                                747.9        747.7
Other Liabilities                                             329.8        322.2
Discontinued Operations                                        41.9         45.0
Shareholders' Equity                                        1,511.8      1,460.2

- --------------------------------------------------------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                 $3,353.4     $3,101.3
- --------------------------------------------------------------------------------



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


                                                                                                                  QUARTER ENDED
                                                                                                                     MARCH 31,
ALLETE, INC.                                                                                                  2004             2003
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                      
NET INCOME
Millions
     Energy Services                                                                                         $14.3            $12.2
     Automotive Services                                                                                      33.3             26.7
     Investments and Corporate Charges                                                                         5.5             (0.9)
- ------------------------------------------------------------------------------------------------------------------------------------
     Income from Continuing Operations                                                                        53.1             38.0
     Income (Loss) from Discontinued Operations                                                               (0.6)             6.3
- ------------------------------------------------------------------------------------------------------------------------------------
         Net Income                                                                                          $52.5            $44.3
- ------------------------------------------------------------------------------------------------------------------------------------

DILUTED EARNINGS (LOSS) PER SHARE
     Continuing Operations                                                                                   $0.63            $0.46
     Discontinued Operations                                                                                 (0.01)            0.08
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                             $0.62            $0.54
- ------------------------------------------------------------------------------------------------------------------------------------


STATISTICAL DATA

CORPORATE
     Common Stock
         High                                                                                                $35.52          $24.05
         Low                                                                                                 $30.00          $18.75
         Close                                                                                               $35.09          $20.76

     Book Value                                                                                              $17.13          $14.86

ENERGY SERVICES
     Millions of Kilowatthours Sold
         Regulated Utility
              Retail
                Residential                                                                                   310.3           312.9
                Commercial                                                                                    331.9           326.4
                Industrial                                                                                  1,766.8         1,718.5
                Other                                                                                          20.2            20.5
              Resale
                Municipals                                                                                    214.1           208.7
                Other Power Suppliers                                                                         216.9           199.2
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                            2,860.2         2,786.2
         Nonregulated                                                                                         434.0           419.1
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                            3,294.2         3,205.3

AUTOMOTIVE SERVICES
         Vehicles Sold
              Used                                                                                          481,000         462,000
              Salvage                                                                                        58,000          49,000
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                            539,000         511,000
         Conversion Rate - Used Vehicles                                                                      68.4%           62.4%
         Loan Transactions                                                                                  263,000         233,000