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) - JUNE 15, 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 5.   OTHER EVENTS AND REGULATION FD DISCLOSURE

Reference is made to the 2003 Form 10-K of ALLETE,  Inc. (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

On June 15, 2004 the  Securities and Exchange  Commission  declared the Form S-1
registration  statement filed by ADESA, Inc. (ADESA),  a wholly owned subsidiary
of ALLETE,  effective. The registration statement relates to (1) the issuance of
an initial  public  offering  (IPO) of  6,250,000  shares,  or  approximately  7
percent,  of ADESA  common  stock at a price of $24.00  per  share,  and (2) the
issuance of $125  million in 7.625%  senior  subordinated  notes with a maturity
date of June 15,  2012.  ADESA's  common  stock will trade on the New York Stock
Exchange  under the symbol  "KAR." The  offerings are expected to close June 21,
2004.

In October 2003 ALLETE's  board of directors  announced a plan to separate ADESA
from ALLETE.  The IPO is an important step in that process.  ALLETE  anticipates
completing a tax-free spin-off, in which it will distribute its remaining equity
interest in ADESA to ALLETE shareholders, within the next four months.

Upon  completion  of the  offerings,  ADESA  intends  to  repay  a $100  million
intercompany  note,  representing a $100 million dividend that was made by ADESA
to ALLETE on May 25, 2004, and all other  outstanding  intercompany debt owed to
ALLETE and its  subsidiaries  by ADESA.  ALLETE  expects to use a portion of the
funds received from ADESA to further reduce debt.

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

READERS ARE CAUTIONED THAT FORWARD-LOOKING  STATEMENTS INCLUDING THOSE CONTAINED
ABOVE,  SHOULD BE READ IN CONJUNCTION  WITH OUR  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 June 16, 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 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.


2                     ALLETE Form 8-K dated June 16, 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.





June 16, 2004                                James K. Vizanko
                           -----------------------------------------------------
                                             James K. Vizanko
                              Senior Vice President, Chief Financial Officer
                                              and Treasurer


                   ALLETE Form 8-K dated June 16, 2004                         3