EXHIBIT 3

                                  ALLETE, INC.

                              ARTICLES OF AMENDMENT
                        AMENDING PARAGRAPH 1, ARTICLE III
                   OF ALLETE, INC.'S ARTICLES OF INCORPORATION
                    AS AMENDED AND RESTATED AS OF MAY 8, 2001


                                   ARTICLE III

     1.  The  total  authorized  number  of  shares  of  capital  stock  of this
Corporation  shall be 46,949,333 shares of which 116,000 shares of the par value
of $100 each shall be 5% Preferred  Stock,  1,000,000  shares  without par value
shall be Serial  Preferred  Stock,  2,500,000  shares without par value shall be
Serial Preferred Stock A and 43,333,333 shares without par value shall be Common
Stock. Any of the aforesaid shares may be issued and disposed of by the Board of
Directors  at  any  time  and  from  time  to  time,  to  such  persons,  firms,
corporations or associations,  upon such terms and for such consideration as the
Board of Directors may, in its discretion,  determine,  except as may be limited
by law or by these Articles of Incorporation.




                                                              STATE OF MINNESOTA
                                                             DEPARTMENT OF STATE
                                                                    FILED
                                                                 SEP 17 2004
                                                              /s/ Mary Kiffmeyer
                                                              Secretary of State