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) - FEBRUARY 15, 2005



                                  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))



SECTION 8 - OTHER EVENTS

ITEM 8.01   OTHER EVENTS

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. As a result of the September  2004 spin-off of ADESA,  Inc.  (ADESA),  the
ESOP received 3.3 million  shares of ADESA common stock related to unearned ESOP
shares that have not been  allocated to  participants.  The ESOP was required to
sell the ADESA common stock and use the proceeds to purchase ALLETE common stock
on the open market.  At December 31, 2004,  the ESOP had sold all of these ADESA
shares.  The 3.3 million ADESA shares sold by the ESOP in 2004 resulted in total
proceeds of $65.9 million.  Under the direction of an independent  trustee,  the
ESOP began  using the  proceeds  to purchase  shares of ALLETE  common  stock in
October  2004.  As of February  15,  2005,  all of the proceeds had been used to
purchase ALLETE common stock.



SUMMARY OF ALLETE COMMON STOCK PURCHASES              SHARES            AMOUNT
- --------------------------------------------------------------------------------
                                                                  
Millions Except Shares

2004    October                                        80,600            $ 2.7
        November                                      669,578             23.5
        December                                      262,600              9.4
2005    January                                       544,797             21.4
        February                                      214,928              8.9
- --------------------------------------------------------------------------------
                                                    1,772,503            $65.9
- --------------------------------------------------------------------------------


As of February  15,  2005,  there were  2,727,884  unallocated  shares of ALLETE
common stock in the ESOP (2,001,505 shares at December 31, 2004), which reflects
759,725 shares  purchased and 33,346 shares  allocated in 2005.  Pursuant to 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 by the ESOP will be treated as unearned ESOP shares
and not  considered as  outstanding  for earnings per share  computations.  ESOP
shares are included in earnings per share  computations after they are allocated
to participants.


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

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 February 17, 2005                    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;
     -  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 Public  Service  Commission of
        Wisconsin,   and  various   local  and  county   regulators,   and  city
        administrators,  about allowed rates of return, financings, industry and
        rate structure,  acquisition and disposal of assets and facilities, real
        estate  development,  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;
     -  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;
     -  war and acts of terrorism;
     -  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;
     -  global and domestic economic conditions;
     -  capital market conditions;
     -  changes in interest rates and the performance of the financial markets;
     -  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 36 of ALLETE's 2004 Form 10-K. 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 2004 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 February 17, 2005



                                   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.



February 17, 2005                               James K. Vizanko
                               -------------------------------------------------
                                                James K. Vizanko
                               Senior Vice President and Chief Financial Officer



                    ALLETE Form 8-K dated February 17, 2005                    3