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) - AUGUST 9, 2006


                                 ALLETE, INC.
             (Exact name of registrant as specified in its charter)

      MINNESOTA                    1-3548                      41-0418150
   (State or other         (Commission File Number)          (IRS Employer
   jurisdiction of                                         Identification No.)
   incorporation or
    organization)

                             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 1 - REGISTRANT'S BUSINESS AND OPERATIONS

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On August 9, 2006,  the Board of  Directors  of ALLETE, Inc. (ALLETE or Company)
approved amendments to the following executive compensation plans:
   -  ALLETE and  Affiliated  Companies  Supplemental Executive  Retirement Plan
      (SERP);
   -  Minnesota Power and Affiliated Companies Executive Investment Plan I;
   -  Minnesota Power and Affiliated Companies Executive Investment Plan II; and
   -  ALLETE Director Compensation Deferral Plan.

The SERP was amended to reflect amendments to the Minnesota Power and Affiliated
Companies  Retirement  Plan A and the Minnesota  Power and Affiliated  Companies
Retirement  Savings and Stock Ownership Plan. (See Item 8.01.) In addition,  the
SERP was amended to replace the fixed crediting rate with a market-based  stable
value fixed income fund crediting  rate, to reduce to 7.5 percent the "executive
deferral  account" payment annuity rate effective January 1, 2007, and to remove
the change in control supplemental tax benefit.

The Minnesota Power and Affiliated Companies Executive Investment Plan I and the
Minnesota  Power and  Affiliated  Companies  Executive  Investment  Plan II were
amended to remove the change in control supplemental tax benefit.

The ALLETE Director  Compensation Deferral Plan was amended to replace the fixed
crediting  rate with a  market-based  stable value fixed  income fund  crediting
rate,  and to reduce to 7.5 percent the  "executive  deferral  account"  payment
annuity rate effective January 1, 2007.

SECTION 8 - OTHER EVENTS

ITEM 8.01 OTHER EVENTS.

On August 9, 2006, ALLETE's  Board of Directors also  approved amendments to the
following qualified employee plans:
   -  Minnesota  Power and Affiliated  Companies Retirement  Plan  A (Retirement
      Plan A); and
   -  Minnesota  Power and  Affiliated  Companies Retirement  Savings and  Stock
      Ownership Plan (RSOP).

Retirement Plan A was amended to suspend further  crediting  service pursuant to
the plan,  effective as of September 30, 2006, and to close Retirement Plan A to
new  participants.  In  conjunction  with this  change,  employees  will receive
additional  benefits  under  the  RSOP.  Funding  of RSOP  benefits  comes  from
unallocated  shares of ALLETE common stock held by the RSOP,  the value of which
has  grown  significantly  and has  exceeded  the  Company's  forecast  creating
additional  value.  Because there are limitations on how the RSOP's value can be
used, the Company reviewed the retirement program design and how best to deliver
retirement  benefits to the Company's  employees.  The Company will not record a
curtailment of Retirement Plan A as a result of the amendment.

                     ALLETE Form 8-K dated August 14, 2006                     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.



                                                  ALLETE, Inc.



August 14, 2006                                 Mark A. Schober
                               -------------------------------------------------
                                                Mark A. Schober
                               Senior Vice President and Chief Financial Officer



                     ALLETE Form 8-K dated August 14, 2006                     2