S-8

     As filed with the Securities and Exchange Commission on April 29, 2005
                                                      Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                              --------------------

         ALLETE, INC.               MINNESOTA                    41-0418150
(Exact name of registrant as     (State or other              (I.R.S. Employer
  specified in its charter)      jurisdiction of             Identification No.)
                                 incorporation or
                                  organization)

                             30 WEST SUPERIOR STREET
                          DULUTH, MINNESOTA 55802-2093
                                 (218) 279-5000
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)
                              --------------------

                    MINNESOTA POWER AND AFFILIATED COMPANIES
                   RETIREMENT SAVINGS AND STOCK OWNERSHIP PLAN
                              (Full Title of Plan)
                              --------------------

            DONALD J. SHIPPAR                  DEBORAH A. AMBERG, Esq.
              President and                Vice President, General Counsel
         Chief Executive Officer                    and Secretary
         30 West Superior Street               30 West Superior Street
      Duluth, Minnesota 55802-2093          Duluth, Minnesota 55802-2093
             (218) 279-5000                        (218) 279-5000

             JAMES K. VIZANKO                  ROBERT J. REGER, JR., Esq.
        Senior Vice President and               Thelen Reid & Priest LLP
          Chief Financial Officer                   875 Third Avenue
         30 West Superior Street             New York, New York 10022-6225
       Duluth, Minnesota 55802-2093                  (212) 603-2000
              (218) 279-5000
       (Names and addresses, including zip codes, and telephone numbers,
                  including area codes, of agents for service)
                              --------------------


                                                          CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                                                                        
                                                                  PROPOSED MAXIMUM        PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES          AMOUNT TO BE            OFFERING PRICE            AGGREGATE                 AMOUNT OF
        TO BE REGISTERED                REGISTERED (1)(2)            PER UNIT (4)         OFFERING PRICE (4)        REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------------
Common Stock, without par value          3,000,000 Shares              $40.67                $122,010,000              $14,361
Preferred Share Purchase Rights        3,000,000 Rights (3)               --                       --                   -- (5)
====================================================================================================================================


(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     registration statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the Minnesota Power and Affiliated Companies
     Retirement Savings and Stock Ownership Plan (Plan).
(2)  In addition, pursuant to Rule 416(a) under the Securities Act of 1933, this
     registration statement also covers such additional securities as may become
     deliverable as a result of stock splits, stock dividends, split-ups,
     recapitalizations or similar transactions, in accordance with the
     provisions of the Plan.
(3)  The preferred share purchase rights are attached to and will trade with the
     common stock. The value attributable to the preferred share purchase
     rights, if any, is reflected in the market price of the common stock.
(4)  Estimated solely for purposes of calculating the registration fee pursuant
     to Rule 457(h) under the Securities Act of 1933 on the basis of the average
     of the high and low prices of the registrant's common stock on the New York
     Stock Exchange composite tape on April 27, 2005.
(5)  Since no separate consideration is paid for the preferred share purchase
     rights, the registration fee for such securities is included in the fee for
     the common stock.



                    MINNESOTA POWER AND AFFILIATED COMPANIES
                   RETIREMENT SAVINGS AND STOCK OWNERSHIP PLAN

           PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed by ALLETE, Inc. (ALLETE) and the Minnesota
Power and Affiliated Companies Retirement Savings and Stock Ownership Plan
(Plan) with the Securities and Exchange Commission (SEC) pursuant to the
Securities Exchange Act of 1934 are incorporated herein by reference.

     (1) ALLETE's Annual Report on Form 10-K for the year ended December 31,
         2004;

     (2) ALLETE's Quarterly Report on Form 10-Q for the quarter ended March 31,
         2005;

     (3) ALLETE's Current Reports on Form 8-K filed with the SEC on January 4,
         2005, February 10, 2005 (excluding any portion of such report that was
         furnished), February 17, 2005, March 18, 2005, March 29, 2005, and
         April 1, 2005; and

     (4) The Plan's Annual Report on Form 11-K for the year ended December 31,
         2003.

     All documents subsequently filed by ALLETE or the Plan pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all the securities then remaining unsold,
shall be deemed to be incorporated herein by reference and to be a part hereof
from the respective dates of filing thereof. Any statement contained in an
incorporated document shall be deemed to be modified or superseded to the extent
that a statement contained herein or in any subsequently filed incorporated
document modifies or supersedes such statement.

ITEM 4. DESCRIPTION OF SECURITIES.

                           DESCRIPTION OF COMMON STOCK

     GENERAL. The following statements describing our common stock are not
intended to be a complete description. They are qualified in their entirety by
reference to our Articles of Incorporation, Rights Plan, as defined below, and
mortgage and deed of trust. We also refer you to the laws of the State of
Minnesota.

     We have the following authorized capital stock by our Articles of
Incorporation: 43,333,333 shares of common stock, without par value, and
3,616,000 shares of preferred stock. As of the date of this registration
statement, 29,837,761 shares of common stock were issued and outstanding and no
shares of preferred stock were issued and outstanding.

     DIVIDEND RIGHTS. Our common stock is entitled to dividends only after we
have provided for dividends and any sinking fund requirements on any issued and
outstanding preferred stock.

     Our Articles of Incorporation contain provisions which would restrict net
income available for the payment of cash dividends on outstanding common stock
in the event that shares of ALLETE's preferred stock were outstanding and
certain common stock equity capitalization ratios were not met.

     VOTING RIGHTS (NON-CUMULATIVE VOTING). Holders of our common stock are
entitled to receive notice of and to vote at any meeting of our shareholders.
Each share of our common stock, as well as each share of any of our issued and
outstanding preferred stock, is entitled to one vote. Since the holders of these
shares do not have cumulative voting rights, the holders of more than 50 percent
of the shares voting can elect all our directors. If that happens, the holders
of the remaining shares voting (less than 50 percent) cannot elect any
directors. In addition, whenever dividends on any of our preferred stock are in
default in the amount of four quarterly payments, and until all the dividends in
default are paid, the holders of our preferred stock are entitled, as one class,
to elect a majority of the directors. Our common stock, as one class, would then
elect the minority.

                    ALLETE 2005 RSOP Registration Statement                 II-1



     Our Articles of Incorporation include detailed procedures and other
provisions relating to these rights and their termination, including:

     - quorums;
     - terms of directors elected;
     - vacancies;
     - class voting;
     - meetings; and
     - adjournments.

     Our Articles of Incorporation contain provisions that make it difficult to
obtain control of ALLETE through transactions not having the approval of our
Board of Directors. These provisions include:

     (1) a provision requiring the affirmative vote of 75 percent of the
         outstanding shares of all classes of our capital stock, present and
         entitled to vote, in order to authorize certain mergers or
         consolidations, or sales or leases of a significant amount of assets,
         of ALLETE, and other significant transactions that may have an effect
         on the control of ALLETE. Any of those transactions are required to
         meet certain "fair price" and procedural requirements. Neither a 75
         percent shareholder vote nor a "fair price" is required for any of
         those transactions that have been approved by a majority of the
         "Disinterested Directors," as that term is defined in our Articles of
         Incorporation;

     (2) a provision permitting a majority of the Disinterested Directors to
         determine whether the above requirements have been satisfied; and

     (3) a provision providing that some parts of our Articles of Incorporation
         cannot be altered unless approved by 75 percent of the outstanding
         shares of all classes of our capital stock, present and entitled to
         vote, unless the alteration is recommended to the shareholders by a
         majority of the Disinterested Directors. The parts of our Articles of
         Incorporation that cannot be altered except as stated above include
         parts relating to:

         - mergers or consolidations, or sales or leases of a significant amount
           of assets, of ALLETE, and other significant transactions that may
           have an effect on the control of ALLETE; and

         - the number, election, terms of office and removal of directors of
           ALLETE and the way in which vacancies on the Board of Directors are
           filled.

     LIQUIDATION RIGHTS. After we have satisfied creditors and the preferential
liquidation rights of any of our outstanding preferred stock, the holders of our
common stock are entitled to share ratably in the distribution of all remaining
assets.

     MISCELLANEOUS. Holders of our common stock have no preemptive or conversion
rights. Our common stock is listed on the New York Stock Exchange. The transfer
agents and registrars for our common stock are Wells Fargo Bank, N.A. and
ALLETE.

     DESCRIPTION OF PREFERRED SHARE PURCHASE RIGHTS. The following statements
describing our preferred share purchase rights (each a Right) are not intended
to be a complete description. They are qualified in their entirety by reference
to the Rights Agreement, dated as of July 24, 1996 (Rights Plan), between ALLETE
and ALLETE's Corporate Secretary, as Rights Agent. We also refer you to the laws
of the State of Minnesota.

     In July 1996, our Board of Directors declared a dividend distribution of
one Right for each outstanding share of our common stock to shareholders of
record at the close of business on July 24, 1996 (Record Date). Our Board of
Directors also authorized the issuance of one Right for each share of our common
stock that becomes outstanding between the Record Date and July 23, 2006, or an
earlier date on which the Rights are redeemed. Except as described below, each
Right, when exercisable, entitles the registered holder to purchase from us
one-and-a-half one-hundredths (three two-hundredths) of a share of Junior Serial
Preferred Stock A, without par value (Serial Preferred) at a price of $90.00
(the Purchase Price). The Purchase Price is subject to adjustment.

II-2                ALLETE 2005 RSOP Registration Statement



     Initially, no separate Right Certificates were distributed. Until the
Distribution Date, our common stock certificates together with a copy of the
Summary of Rights Plan are proof of the Rights. The Distribution Date is the
earlier to occur of:

     (1) 10 days following a public announcement that a person or group of
         affiliated or associated persons (an Acquiring Person) has acquired, or
         obtained the right to acquire, beneficial ownership of 15 percent or
         more of the outstanding shares of our common stock (the Stock
         Acquisition Date); or

     (2) 15 business days following the commencement of (or a public
         announcement of an intention to make) a tender or exchange offer where
         a person or group would become the beneficial owner of 15 percent or
         more of our outstanding shares of common stock. At any time before a
         person becomes an Acquiring Person, our Board of Directors may extend
         the 15-business day time period.

     Until the Distribution Date (or the earlier redemption, expiration or
termination of the Rights), the Rights will be transferred only with our common
stock. The transfer of any of our common stock (whether by certificate or DRS),
with or without a copy of the Summary of Rights Plan, will also constitute the
transfer of the Rights associated with that common stock. As soon as practicable
following the Distribution Date, we will mail separate certificates for the
Rights to holders of record of our common stock as of the close of business on
the Distribution Date. After the Distribution Date, separate certificates for
the Rights will be given as proof of the Rights.

     Each whole share of our Serial Preferred will have a minimum preferential
quarterly dividend rate equal to the greater of $51 per share or, subject to
anti-dilution adjustment, 200 times the dividend declared on our common stock.
If ALLETE liquidates, no distribution will be made to the holders of our common
stock until the holders of our Serial Preferred have received a liquidation
preference of $100 per share, plus accrued and unpaid dividends. Holders of our
Serial Preferred will be entitled to receive notice of and to vote at any
meeting of our shareholders. Each whole share of our Serial Preferred is
entitled to one vote. These shares do not have cumulative voting rights.
Whenever dividends on any of our preferred stock are in default in the amount of
four quarterly payments, and until all the dividends in default are paid, the
holders of our Serial Preferred and other preferred stock will be entitled,
together as one class, to elect a majority of directors. Our common stock would
then elect the minority. If, in any merger or other transaction, shares of our
common stock are exchanged for or converted into other securities and/or
property, each whole share of our Serial Preferred will be entitled to receive,
subject to anti-dilution adjustment, 200 times the amount for or into which each
share of our common stock is exchanged or converted. We cannot redeem the shares
of Serial Preferred.

     The Rights are not exercisable until the Distribution Date and will expire
at the earliest of:

     (1) July 23, 2006 (Final Expiration Date);

     (2) the redemption of the Rights by ALLETE as described below; or

     (3) the exchange of all Rights for our common stock as described below.

     If any person (other than ALLETE, its affiliates or any person receiving
newly-issued shares of common stock directly from ALLETE) becomes the beneficial
owner of 15 percent or more of the then outstanding shares of common stock, each
holder of a Right will have a right to receive, upon exercise at the then
current exercise price of the Right, common stock (or, in the discretion of the
Board of Directors, cash, property or other securities of ALLETE) with a value
equal to two times the exercise price of the Right. The Rights Plan contains an
exemption for common stock we issue directly to any person. This exemption
applies even if the person would become the beneficial owner of 15 percent or
more of our common stock, provided that the person does not acquire any
additional shares of our common stock. Examples of situations where we might
issue common stock directly include private placements or acquisitions we make
using our common stock as consideration.

     If following the Stock Acquisition Date we are acquired in a merger or
other business combination transaction, or 50 percent or more of our assets or
earning power are sold, we will make proper provision so that each holder of a
Right will, after the transaction, have the right to receive, upon exercise at
the

                    ALLETE 2005 RSOP Registration Statement                 II-3



then current exercise price of the Right, common stock of the acquiring or
surviving company with a value equal to two times the exercise price of the
Right.

     If the events described in the preceding two paragraphs happen (the
Triggering Events), any Rights that an Acquiring Person beneficially owns or
transferred to certain persons, will immediately become null and void.

     The Purchase Price payable and the number of shares of our Serial Preferred
or other securities or property issuable if the Rights are exercised, are
subject to adjustment. An adjustment would be made to prevent dilution, if there
was a stock dividend on, or a subdivision, split, combination, consolidation or
reclassification of, our Serial Preferred or our common stock, or a reverse
split of our outstanding shares of Serial Preferred or common stock.

     Our Board of Directors may exchange the Rights at an exchange ratio of one
share of common stock per Right at any time that is:

     (1) after the acquisition by a person or group of affiliated or associated
         persons of beneficial ownership of 15 percent or more of the
         outstanding common stock; and

     (2) before the acquisition by that person or group of 50 percent or more of
         the outstanding common stock.

     This exchange ratio is subject to adjustment and does not include Rights
that have become null and void.

     With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least one
percent in the Purchase Price. We will not be required to issue fractional
shares of Serial Preferred or common stock (other than fractions in multiples of
one one-hundredths of a share of Serial Preferred). Instead, we may make an
adjustment in cash based on the market price of the Serial Preferred or common
stock on the last trading date before the date of exercise.

     Our Board of Directors may redeem the Rights in whole, but not in part, at
a price of $.015 per Right (Redemption Price) anytime before a person becomes an
Acquiring Person. At our option, we may pay the Redemption Price in cash, shares
of our common stock or other consideration that our Board of Directors deems
appropriate. If we redeem the Rights, the Rights will terminate and the only
right of the holders of Rights will be to receive the Redemption Price.

     If the Rights are exercised, issuance of our Serial Preferred or our common
stock will be subject to any necessary regulatory approvals. Until a Right is
exercised, the holder of the Right will have no rights as a shareholder of
ALLETE, including, without limitation, the right to vote or to receive
dividends. One million shares of our Serial Preferred were reserved for issuance
if the Rights are exercised.

     We may amend the provisions of the Rights Plan. However, any amendment
adopted after the time that a person becomes an Acquiring Person may not
adversely affect the interests of holders of Rights.

     The Rights have anti-takeover effects. The Rights will cause substantial
dilution to a person or group that attempts to acquire ALLETE without
conditioning the offer on the redemption of the Rights or on the acquisition of
a substantial number of Rights. The Rights beneficially owned by that person or
group may become null and void. The Rights should not interfere with any merger
or other business combination approved by our Board of Directors. This is
because, at any time before a person becomes an Acquiring Person, our Board of
Directors may redeem all of the outstanding Rights at the Redemption Price.

II-4                ALLETE 2005 RSOP Registration Statement



ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The consolidated financial statements and management's assessment of the
effectiveness of internal control over financial reporting (which is included in
Management's Report on Internal Control Over Financial Reporting) incorporated
in this registration statement by reference to the Annual Report on Form 10-K
for the year ended December 31, 2004, and the financial statements incorporated
in this registration statement by reference to the Plan's Annual Report on Form
11-K for the year ended December 31, 2003, have been so incorporated in reliance
on the report of PricewaterhouseCoopers LLP, an independent registered public
accounting firm, given on the authority of said firm as experts in auditing and
accounting.

     The statements as to matters of law and legal conclusions under
"Description of the Common Stock" in this registration statement and in the
documents incorporated in this registration statement by reference, will be
reviewed by Deborah A. Amberg, Esq., Duluth, Minnesota, Vice President, General
Counsel and Secretary of ALLETE and are set forth or incorporated by reference
herein in reliance upon her opinion given upon her authority as an expert.

     As of April 1, 2005 Ms. Amberg owned 2,342 shares of ALLETE common stock.
Ms. Amberg is acquiring additional shares of ALLETE common stock at regular
intervals as a participant in the Minnesota Power and Affiliated Companies
Retirement Savings and Stock Ownership Plan. Under the Executive Long-Term
Incentive Compensation Plan, Ms. Amberg has:

     - outstanding options to purchase 13,220 shares of ALLETE common stock, of
       which 8,958 options are fully vested, the remainder of which shall vest
       over the next three years, and all of which will expire ten years from
       the date of grant; and

     - an award opportunity for up to 2,460 additional performance shares
       contingent upon the attainment of certain performance goals of ALLETE for
       the periods January 1, 2004 through December 31, 2005, January 1, 2004
       through December 31, 2006, and January 1, 2005 through December 31, 2007.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 302A.521 of the Minnesota Business Corporation Act generally
provides for the indemnification of directors, officers or employees of a
corporation made or threatened to be made a party to a proceeding by reason of
the former or present official capacity of the person against judgments,
penalties and fines and reasonable expenses (including attorneys' fees and
disbursements) incurred by the person in connection with the proceeding and
where such person, among other things, has not been indemnified by another
organization, acted in good faith, received no improper personal benefit and
with respect to any criminal proceeding, had no reasonable cause to believe his
conduct was unlawful.

     Article IX of the Articles of Incorporation of ALLETE contains the
following provision:

       "No director of this Corporation shall be personally liable to this
       Corporation or its stockholders for monetary damages for breach of
       fiduciary duty by that director as a director; provided, however, that
       this Article IX shall not eliminate or limit the liability of a director:
       (a) for any breach of the director's duty of loyalty to this Corporation
       or its stockholders; (b) for acts or omissions not in good faith or that
       involve intentional misconduct or a knowing violation of law; (c) under
       Minnesota Statutes Section 302A.559 or 80A.23; (d) for any transaction
       from which the director derived an improper personal benefit; or (e) for
       any act or omission occurring prior to the date when this Article IX
       becomes effective. If, after the stockholders approve this provision, the
       Minnesota Business Corporation Act, Minnesota Statutes Chapter 302A, is
       amended to authorize corporate action further eliminating or limiting the
       personal liability of directors, then the liability of a director of this
       Corporation shall be deemed eliminated or limited to the fullest extent
       permitted by the Minnesota Business Corporation Act, as so amended. No
       amendment to or repeal of this Article IX shall apply to or have any
       affect on the liability or alleged liability of any director of this
       Corporation for or with respect to any acts or omissions of such director
       occurring prior to that amendment or repeal."

                    ALLETE 2005 RSOP Registration Statement                 II-5



     Section 13 of the Bylaws of ALLETE contains the following provisions
relative to indemnification of directors and officers:

       "The Corporation shall reimburse or indemnify each present and future
       Director and officer of the Corporation (and his or her heirs, executors
       and administrators) for or against all expenses reasonably incurred by
       such Director or officer in connection with or arising out of any action,
       suit or proceeding in which such Director or officer may be involved by
       reason of being or having been a Director or officer of the Corporation.
       Such indemnification for reasonable expenses is to be to the fullest
       extent permitted by the Minnesota Business Corporation Act, Minnesota
       Statutes Chapter 302A. By affirmative vote of the Board of Directors or
       with written approval of the Chairman and Chief Executive Officer, such
       indemnification may be extended to include agents and employees who are
       not Directors or officers of the Corporation, but who would otherwise be
       indemnified for acts and omissions under Chapter 302A of the Minnesota
       Business Corporation Act, if such agent or employee were an officer of
       the Corporation."

       "Reasonable expenses may include reimbursement of attorneys' fees and
       disbursements, including those incurred by a person in connection with an
       appearance as a witness."

       "Upon written request to the Corporation and approval by the Chairman and
       Chief Executive Officer, an agent or employee for whom indemnification
       has been extended, or an officer or Director may receive an advance for
       reasonable expenses if such agent, employee, officer or Director is made
       or threatened to be made a party to a proceeding involving a matter for
       which indemnification is believed to be available under Minnesota
       Statutes Chapter 302A."

       "The foregoing rights shall not be exclusive of other rights to which any
       Director or officer may otherwise be entitled and shall be available
       whether or not the Director or officer continues to be a Director or
       officer at the time of incurring such expenses and liabilities."

     ALLETE has insurance covering its expenditures which might arise in
connection with the lawful indemnification of its directors and officers for
their liabilities and expenses, and insuring officers and directors of ALLETE
against certain other liabilities and expenses.

ITEM 8.  EXHIBITS.

EXHIBIT
NUMBER     DESCRIPTION OF EXHIBIT

*4(a)1  -  Articles of Incorporation, amended and restated as of May 8, 2001
           (filed as Exhibit 3(b) to the March 31, 2001 Form 10-Q, File No.
           1-3548).

*4(a)2  -  Amendment to Articles of Incorporation, effective 12:00 p.m. Eastern
           Time on September 20, 2004 (filed as Exhibit 3 to the September 21,
           2004 Form 8-K, File No. 1-3548).

*4(a)3  -  Amendment to Certificate of Assumed Name, filed with the Minnesota
           Secretary of State on May 8, 2001 (filed as Exhibit 3(a) to the March
           31, 2001 Form 10-Q, File No. 1-3548).

*4(b)   -  Bylaws, as amended effective August 24, 2004 (filed as Exhibit 3 to
           the August 25, 2004 Form 8-K, File No. 1-3548).

*4(c)1  -  Mortgage and Deed of Trust, dated as of September 1, 1945, between
           Minnesota Power & Light Company (now ALLETE, Inc.) and The Bank of
           New York (formerly Irving Trust Company) and Douglas J. MacInnes
           (successor to Richard H. West), Trustees (filed as Exhibit 7(c), File
           No. 2-5865).

II-6                ALLETE 2005 RSOP Registration Statement



EXHIBIT
NUMBER     DESCRIPTION OF EXHIBIT

*4(c)2  -  Supplemental Indentures to ALLETE, Inc.'s Mortgage and Deed of Trust:



              Number              Dated as of             Reference File                Exhibit
              ------------------  ----------------------  ----------------------------  ---------------
                                                                               
              First               March 1, 1949           2-7826                        7(b)
              Second              July 1, 1951            2-9036                        7(c)
              Third               March 1, 1957           2-13075                       2(c)
              Fourth              January 1, 1968         2-27794                       2(c)
              Fifth               April 1, 1971           2-39537                       2(c)
              Sixth               August 1, 1975          2-54116                       2(c)
              Seventh             September 1, 1976       2-57014                       2(c)
              Eighth              September 1, 1977       2-59690                       2(c)
              Ninth               April 1, 1978           2-60866                       2(c)
              Tenth               August 1, 1978          2-62852                       2(d)2
              Eleventh            December 1, 1982        2-56649                       4(a)3
              Twelfth             April 1, 1987           33-30224                      4(a)3
              Thirteenth          March 1, 1992           33-47438                      4(b)
              Fourteenth          June 1, 1992            33-55240                      4(b)
              Fifteenth           July 1, 1992            33-55240                      4(c)
              Sixteenth           July 1, 1992            33-55240                      4(d)
              Seventeenth         February 1, 1993        33-50143                      4(b)
              Eighteenth          July 1, 1993            33-50143                      4(c)
              Nineteenth          February 1, 1997        1-3548 (1996 Form 10-K)       4(a)3
              Twentieth           November 1, 1997        1-3548 (1997 Form 10-K)       4(a)3
              Twenty-first        October 1, 2000         333-54330                     4(c)3
              Twenty-second       July 1, 2003            1-3548 (June 30, 2003         4
                                                            Form 10-Q)
              Twenty-third        August 1, 2004          1-3548 (Sept. 30, 2004        4(a)
                                                            Form 10-Q)
              Twenty-fourth       March 1, 2005           1-3548 (March 31, 2005        4
                                                            Form 10-Q)


*4(d)1  -  Indenture of Trust, dated as of August 1, 2004, between the City of
           Cohasset, Minnesota and U.S. Bank National Association, as Trustee
           relating to $111 Million Collateralized Pollution Control Refunding
           Revenue Bonds (filed as Exhibit 4(b) to the September 30, 2004 Form
           10-Q, File No. 1-3548).

*4(d)2  -  Loan Agreement, dated as of August 1, 2004, between the City of
           Cohasset, Minnesota and ALLETE, Inc. relating to $111 Million
           Collateralized Pollution Control Refunding Revenue Bonds (filed as
           Exhibit 4(c) to the September 30, 2004 Form 10-Q, File No. 1-3548).

*4(e)1  -  Mortgage and Deed of Trust, dated as of March 1, 1943, between
           Superior Water, Light and Power Company and Chemical Bank & Trust
           Company and Howard B. Smith, as Trustees, both succeeded by U.S. Bank
           Trust N.A., as Trustee (filed as Exhibit 7(c), File No. 2-8668).

*4(e)2  -  Supplemental Indentures to Superior Water, Light and Power Company's
           Mortgage and Deed of Trust:



              Number              Dated as of             Reference File                Exhibit
              ------------------  ----------------------  ----------------------------  ---------------
                                                                               
              First               March 1, 1951           2-59690                       2(d)(1)
              Second              March 1, 1962           2-27794                       2(d)1
              Third               July 1, 1976            2-57478                       2(e)1
              Fourth              March 1, 1985           2-78641                       4(b)
              Fifth               December 1, 1992        1-3548 (1992 Form 10-K)       4(b)1
              Sixth               March 24, 1994          1-3548 (1996 Form 10-K)       4(b)1
              Seventh             November 1, 1994        1-3548 (1996 Form 10-K)       4(b)2
              Eighth              January 1, 1997         1-3548 (1996 Form 10-K)       4(b)3


                    ALLETE 2005 RSOP Registration Statement                 II-7


EXHIBIT
NUMBER     DESCRIPTION OF EXHIBIT

*4(f)1  -  Rights Agreement, dated as of July 24, 1996, between Minnesota Power
           & Light Company (now ALLETE, Inc.) and the Corporate Secretary of
           Minnesota Power & Light Company (now ALLETE, Inc.), as Rights Agent
           (filed as Exhibit 4 to the August 2, 1996 Form 8-K, File No. 1-3548).

*4(f)2  -  Certificate of Adjustment to the Rights Agreement as amended, dated
           as of July 24, 1996, between Minnesota Power & Light Company (now
           ALLETE, Inc.) and the Corporate Secretary of the Company, as Rights
           Agent (filed as Exhibit 4(d) to the September 30, 2004 Form 10-Q,
           File No. 1-3548).

23(a)   -  Consent of PricewaterhouseCoopers LLP.

23(b)   -  Consent of Deborah A. Amberg, Esq.

24      -  Power of Attorney (included on the signature pages of this
           registration statement).

- --------------------
* INCORPORATED HEREIN BY REFERENCE AS INDICATED.

     UNDERTAKING. ALLETE will submit or has submitted the Plan and any amendment
thereto to the Internal Revenue Service (IRS) in a timely manner and has made or
will make all changes required by the IRS in order to qualify the Plan under
Section 401 of the Internal Revenue Code.

ITEM 9. UNDERTAKINGS.

a. The undersigned registrant hereby undertakes:

   (1) To file, during any period in which offers or sales are being made, a
       post-effective amendment to this registration statement:

       (i)   To include any prospectus required by Section 10(a)(3) of the
             Securities Act of 1933;

       (ii)  To reflect in the prospectus any facts or events arising after the
             effective date of the registration statement (or the most recent
             post-effective amendment thereof) which, individually or in the
             aggregate, represent a fundamental change in the information set
             forth in the registration statement. Notwithstanding the foregoing,
             any increase or decrease in volume of securities offered (if the
             total dollar value of securities offered would not exceed that
             which was registered) and any deviation from the low or high end of
             the estimated maximum offering range may be reflected in the form
             of prospectus filed with the SEC pursuant to Rule 424(b) if, in the
             aggregate, the changes in volume and price represent no more than
             20 percent change in the maximum aggregate offering price set forth
             in the "Calculation of Registration Fee" table in the effective
             registration statement; and

       (iii) To include any material information with respect to the plan of
             distribution not previously disclosed in the registration
             statement or any material change to such information in the
             registration statement,

       PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
       if the information required to be included in a post-effective amendment
       by those paragraphs is contained in periodic reports filed with or
       furnished to the SEC by the registrant pursuant to Section 13 or Section
       15(d) of the Securities Exchange Act of 1934 that are incorporated by
       reference in the registration statement.

   (2) That, for the purpose of determining any liability under the Securities
       Act of 1933, each such post-effective amendment shall be deemed to be a
       new registration statement relating to the securities offered therein,
       and the offering of such securities at that time shall be deemed to be
       the initial bona fide offering thereof.

II-8                ALLETE 2005 RSOP Registration Statement



   (3) To remove from registration by means of a post-effective amendment any of
       the securities being registered which remain unsold at the termination of
       the offering.

   (4) That, for purposes of determining any liability under the Securities Act
       of 1933, each filing of the registrant's annual report pursuant to
       Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934
       (and, where applicable, each filing of an employee benefit plan's annual
       report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
       that is incorporated by reference in the registration statement shall be
       deemed to be a new registration statement relating to the securities
       offered herein, and the offering of such securities at that time shall be
       deemed to be the initial bona fide offering thereof.

b. Insofar as indemnification for liabilities arising under the Securities Act
   of 1933 may be permitted to directors, officers and controlling persons of
   the registrant pursuant to the foregoing provisions, or otherwise, the
   registrant has been advised that in the opinion of the SEC such
   indemnification is against public policy as expressed in the Securities Act
   of 1933 and is, therefore, unenforceable. If a claim for indemnification
   against such liabilities (other than the payment by the registrant of
   expenses incurred or paid by a director, officer or controlling person of the
   registrant in the successful defense of any action, suit or proceeding) is
   asserted by such director, officer or controlling person in connection with
   the securities being registered, the registrant will, unless in the opinion
   of its counsel the matter has been settled by controlling precedent, submit
   to a court of appropriate jurisdiction the question whether such
   indemnification by it is against public policy as expressed in the Securities
   Act of 1933 and will be governed by the final adjudication of such issue.

                    ALLETE 2005 RSOP Registration Statement                 II-9



                                POWER OF ATTORNEY

     Each person whose signature appears below hereby authorizes any agent for
service named in this registration statement to execute in the name of each such
person, and to file with the SEC, any and all amendments, including
post-effective amendments, to this registration statement, and appoints any such
agent for service as attorney-in-fact to sign in each such person's behalf
individually and in each capacity stated below and file any such amendments to
this registration statement and the registrant hereby also appoints each such
agent for service as its attorney-in-fact with like authority to sign and file
any such amendments in its name and behalf.

                                   SIGNATURES

     THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Duluth, State of Minnesota on April 29, 2005.

                                                        ALLETE, INC.
                                                        (REGISTRANT)


                                        By           Donald J. Shippar
                                           -------------------------------------
                                                     Donald J. Shippar
                                           President and Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.


        SIGNATURE                       TITLE                           DATE
        ---------                       -----                           ----


   Donald J. Shippar        President and Chief Executive         April 29, 2005
- ------------------------        Officer and Director
   Donald J. Shippar        (Principal Executive Officer)


   James K. Vizanko           Senior Vice President and           April 29, 2005
- ------------------------       Chief Financial Officer
   James K. Vizanko         (Principal Financial Officer)

   Mark A. Schober            Senior Vice President and           April 29, 2005
- ------------------------             Controller
   Mark A. Schober          (Principal Accounting Officer)



II-10                    ALLETE 2005 RSOP Registration Statement



        SIGNATURE                       TITLE                           DATE
        ---------                       -----                           ----


   Heidi J. Eddins                     Director                   April 29, 2005
- ------------------------
   Heidi J. Eddins


   Peter J. Johnson                    Director                   April 29, 2005
- ------------------------
   Peter J. Johnson


   Madeleine W. Ludlow                 Director                   April 29, 2005
- ------------------------
   Madeleine W. Ludlow


   George L. Mayer                     Director                   April 29, 2005
- ------------------------
   George L. Mayer


   Roger D. Peirce                     Director                   April 29, 2005
- ------------------------
   Roger D. Peirce


   Jack I. Rajala                      Director                   April 29, 2005
- ------------------------
   Jack I. Rajala


   Nick Smith                          Director                   April 29, 2005
- ------------------------
   Nick Smith


   Bruce W. Stender             Chairman and Director             April 29, 2005
- ------------------------
   Bruce W. Stender



                    ALLETE 2005 RSOP Registration Statement                II-11



                                POWER OF ATTORNEY

     The Plan hereby appoints any agent for service named in this registration
statement, and each of them severally, as its attorney-in-fact to sign in its
name and behalf and to file with the Securities and Exchange Commission, any and
all amendments, including post-effective amendments, to this registration
statement.

                                   SIGNATURES

     THE PLAN. Pursuant to the requirements of the Securities Act of 1933,
ALLETE, Inc., as plan administrator, has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Duluth and the State of Minnesota, on April 29, 2005.


                                       MINNESOTA POWER AND AFFILIATED COMPANIES
                                     RETIREMENT SAVINGS AND STOCK OWNERSHIP PLAN

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

                                                  Donald J. Shippar
                                     -------------------------------------------
                                                  Donald J. Shippar
                                        President and Chief Executive Officer



II-12                ALLETE 2005 RSOP Registration Statement



                                  EXHIBIT INDEX

23(a) Consent of PricewaterhouseCoopers LLP.

23(b) Consent of Deborah A. Amberg, Esq.

24    Power of Attorney (included on the signature pages of this registration
      statement).



                    ALLETE 2005 RSOP Registration Statement

EX-23.A

                                                                   EXHIBIT 23(a)

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 7, 2005 relating to the
consolidated financial statements, financial statement schedule, management's
assessment of the effectiveness of internal control over financial reporting and
the effectiveness of internal control over financial reporting, which appears in
ALLETE, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2004.

We also consent to the incorporation by reference in this Registration Statement
of our report dated May 28, 2004 relating to the financial statements and
supplemental schedules, which appears in the Minnesota Power and Affiliated
Companies Retirement Savings and Stock Ownership Plan's Annual Report on Form
11-K for the year ended December 31, 2003.

We also consent to the references to us under the heading "Interests of Named
Experts and Counsel" in such Registration Statement.

PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Minneapolis, Minnesota
April 29, 2005

EX-23.B

                                                                   EXHIBIT 23(b)

                           CONSENT OF GENERAL COUNSEL

The statements as to matters of law and legal conclusions under "Description of
Common Stock" in this Registration Statement on Form S-8 relating to the
Minnesota Power and Affiliated Companies Retirement Savings and Stock Ownership
Plan and in the documents incorporated in this Registration Statement by
reference have been reviewed by me and are set forth or incorporated by
reference in this Registration Statement by reference in reliance on my opinion
as an expert. I hereby consent to the use of my name in this Registration
Statement.

Deborah A. Amberg

Deborah A. Amberg, Esq.
Duluth, Minnesota
April 29, 2005