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) - DECEMBER 10, 2004




                                  ALLETE, INC.
             (Exact name of Registrant as specified in its 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, including 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 under  the  Exchange Act (17 CFR
    240.14a-12)

/_/ 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))




ITEM 8.01     OTHER EVENTS

Ref. Page 38 - Twelfth Full Paragraph
Ref. Form 10-Q for  the quarter  ended  September 30, 2004, Page 24 - Sixth  and
Seventh Paragraphs

ALLETE,  Inc. (ALLETE or Company) sponsors a leveraged  employee stock ownership
plan (ESOP) as part of the  Company's  Retirement  Savings  and Stock  Ownership
Plan.  On December  10, 2004 ALLETE  received a private  letter  ruling from the
Internal  Revenue  Service  which allows the ESOP until May 25, 2006 to complete
the sale of 3.3 million shares of ADESA,  Inc.  (ADESA) common stock and use the
proceeds to purchase ALLETE common stock.  The ESOP received the ADESA shares in
connection  with  ALLETE's  spin-off of ADESA on September 20, 2004. To date the
ESOP has sold 3.0 million  shares of ADESA  common  stock for total  proceeds of
$58.9  million;  2.5  million of the shares were sold  directly  to ADESA.  This
resulted in an  after-tax  gain of $10.1  million  which will be  recognized  by
ALLETE in the fourth quarter of 2004. Approximately 0.8 million shares of ALLETE
common stock have been purchased by the ESOP to date. Under the direction of the
independent trustee, $29.5 million of cash is currently available in the ESOP to
purchase ALLETE shares.

The  ADESA  shares  related  to  unearned  ESOP  shares  that  have not yet been
allocated  to  participants.  In  accordance  with  the  American  Institute  of
Certified Public Accountants Statement of Position 93-6,  "Employers' Accounting
for Employee Stock Ownership Plans,"  unallocated  ALLETE common stock currently
held and  purchased by the ESOP will be treated as unearned  ESOP shares and not
considered as outstanding  for ALLETE's  earnings per share  computations.  ESOP
shares are included in earnings per share  computations after they are allocated
to participants.


                    ALLETE Form 8-K dated December 13, 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 ALLETE's control and may cause actual results
or outcomes to differ materially from those contained in forward-looking
statements:

  -  ALLETE's ability to successfully implement its strategic objectives;

  -  war and acts of terrorism;

  -  prevailing governmental policies and regulatory actions, including those of
     the United States  Congress,  state  legislatures,  the Federal  Regulatory
     Energy Commission,  the Minnesota Public Utilities Commission,  the Florida
     Public Service Commission,  the Pubic 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, present or prospective
     wholesale and retail competition (including but not limited to transmission
     costs), and zoning and permitting of land held for resale;

  -  unanticipated  effects  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;

  -  wholesale power market conditions;

  -  population growth rates and demographic patterns;

  -  the effects of competition, including competition for retail and  wholesale
     customers;

  -  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.  Risk factors  associated  with
the  Automotive  Services  business are no longer  applicable  to ALLETE as that
business was spun off as of September 20, 2004.  Any  forward-looking  statement
speaks  only as of the  date  on  which  such  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 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 SEC that attempt to advise interested parties of the factors that
may affect ALLETE's business.

2                   ALLETE Form 8-K dated December 13, 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.





December 13, 2004                                James K. Vizanko
                               -------------------------------------------------
                                                 James K. Vizanko
                               Senior Vice President and Chief Financial Officer









                    ALLETE Form 8-K dated December 13, 2004                    3