8-K

[PAGE]


                       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) - MARCH 15, 2005


                    MINNESOTA POWER AND AFFILIATED COMPANIES
                   RETIREMENT SAVINGS AND STOCK OWNERSHIP PLAN
             (Exact name of Registrant as specified in its charter)

         MINNESOTA                    1-3548                   41-0418150
 (State of Incorporation)     (Commission File Number)       (IRS Employer
                                                           Identification No.)

                                C/O ALLETE, INC.
                             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 4 - MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS

ITEM 4.01     CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

(a)  Previous Independent Registered Public Accounting Firm

     On March 15, 2005, the Minnesota Power and Affiliated  Companies Retirement
     Savings and Stock  Ownership Plan (RSOP)  dismissed  PricewaterhouseCoopers
     LLP   (PricewaterhouseCoopers)   as  its  independent   registered   public
     accounting   firm.   ALLETE,   Inc.,  the  sponsoring   employer  and  plan
     administrator of the RSOP,  continues to engage  PricewaterhouseCoopers  as
     its independent  registered  public accounting firm. The decision to change
     independent registered public accounting firms was approved by the Employee
     Benefit Plans Committee of the RSOP.

     The reports of  PricewaterhouseCoopers  on the financial  statements of the
     RSOP for the years ended  December  31,  2003 and 2002,  did not contain an
     adverse  opinion or  disclaimer  of  opinion,  nor were they  qualified  or
     modified as to uncertainty, audit scope, or accounting principle.

     During the years ended  December 31, 2003 and 2002,  and through  March 15,
     2005, there have been no disagreements with  PricewaterhouseCoopers  on any
     matter  of  accounting   principles  or  practices,   financial   statement
     disclosure,  or auditing scope or procedure,  which  disagreements,  if not
     resolved to the satisfaction of  PricewaterhouseCoopers,  would have caused
     PricewaterhouseCoopers  to make  reference  thereto in their reports on the
     financial statements for such years.

     During the years ended  December 31, 2003 and 2002,  and through  March 15,
     2005,  there were no  "reportable  events," as that term is defined in Item
     304(a)(1)(v) of Regulation S-K.

     A copy of the foregoing disclosures was provided to  PricewaterhouseCoopers
     prior to the date of the filing of this report.  PricewaterhouseCoopers has
     furnished  the RSOP a copy of the letter  addressed to the  Securities  and
     Exchange  Commission  stating  whether or not it agrees with the statements
     above. A copy of  PricewaterhouseCoopers'  letter, dated March 18, 2005, is
     filed as Exhibit 16 to this Form 8-K.

(b)  New Independent Registered Public Accounting Firm

     On March 15, 2005,  the RSOP  engaged the  professional  audit  services of
     Reilly,  Penner & Benton  LLP  (Reilly,  Penner & Benton),  an  independent
     registered  public  accounting firm, to audit its financial  statements for
     the year ended December 31, 2004.

     During the years ended  December 31, 2003 and 2002,  and through  March 15,
     2005,  RSOP did not consult with Reilly,  Penner & Benton  regarding any of
     the matters or events set forth in Item 304(a)(2)(i) and (ii) of Regulation
     S-K.



SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01     FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements of Business Acquired - Not applicable

(b) Pro Forma Financial Information - Not applicable

(c) Exhibits

    Exhibit
    Number
    -------

      16  -  Letter  from  PricewaterhouseCoopers, dated  March 18, 2005, to the
             Securities and Exchange Commission.


                      ALLETE Form 8-K dated March 18, 2005                     1


                                   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.



                                  Minnesota Power and Affiliated Companies
                                 Retirement Savings and Stock Ownership Plan

                              By:   ALLETE, Inc., its Plan Administrator
                              --------------------------------------------------




March 18, 2005                                Deborah A. Amberg
                              --------------------------------------------------
                                              Deborah A. Amberg
                                Vice President, General Counsel and Secretary





2                     ALLETE Form 8-K dated March 18, 2005



                                  EXHIBIT INDEX

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

  16   -   Letter  from   PricewaterhouseCoopers,  dated  March 18, 2005, to the
           Securities and Exchange Commission.






                      ALLETE Form 8-K dated March 18, 2005

EX-16

                                                                      EXHIBIT 16

[PRICEWATERHOUSECOOPERS LLP LETTERHEAD]






March 18, 2005

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Commissioners:

We have read the statements made by the Minnesota Power and Affiliated Companies
Retirement Savings and Stock Ownership Plan (copy attached), which we understand
will be filed with the Securities and Exchange Commission, pursuant to Item 4.01
of Form 8-K, as part of the Retirement  Savings and Stock Ownership  Plan's Form
8-K report dated March 15, 2005.  We agree with the  statements  concerning  our
Firm in such Form 8-K.

Very truly yours,

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP