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) - MAY 10, 2005




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

         MINNESOTA                      1-3548                  41-0418150
(State or other jurisdiction    (Commission File Number)      (IRS Employer
    of incorporation or                                     Identification No.)
       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 May 10, 2005,  shareholders of ALLETE,  Inc. (ALLETE or Company) approved the
continuation of the Company's Executive  Long-Term  Incentive  Compensation Plan
(Plan), as amended and restated  effective January 1, 2006. The Plan is integral
to  ALLETE's  ability to  attract  and retain  talented  executives  and to more
closely  align  their  interests  with  those  of  shareholders  and  customers.
Approximately  58  officers  and key  employees  of ALLETE and its  subsidiaries
currently  participate  in the Plan.  The Plan is included as an Exhibit to this
Form 8-K and is incorporated by reference herein.


SECTION 7  - REGULATION FD

ITEM 7.01   REGULATION FD DISCLOSURE

In 2005, ALLETE began allocating  corporate charges and interest expenses to its
business segments.  For comparative  purposes,  segment information for 2004 has
been  restated to reflect the new  allocation  method used in 2005 for corporate
charges and interest  expense.  This  restatement had no impact on net income or
earnings per share.  Segment  information  for the quarter ended March 31, 2004,
was provided in the Company's Form 10-Q for the quarterly period ended March 31,
2005, filed with the SEC on April 29, 2005.

The  following  shall not be deemed  "filed"  for  purposes of Section 18 of the
Securities  Exchange  Act of  1934,  nor  shall  it be  deemed  incorporated  by
reference in any filing  under the  Securities  Act of 1933,  except as shall be
expressly set forth by specific reference in such filing.




                                                                            NONREGULATED
                                                              REGULATED        ENERGY         REAL
                                              CONSOLIDATED     UTILITY       OPERATIONS      ESTATE       OTHER
- -----------------------------------------------------------------------------------------------------------------------
Millions
                                                                                           

FOR THE QUARTER ENDED JUNE 30, 2004

Operating Revenue                                $186.2        $136.8           $26.6         $6.8        $16.0
Fuel and Purchased Power                           77.2          65.9            11.3            -            -
Operating and Maintenance                          77.2          44.9            13.8          2.5         16.0
Depreciation Expense                               12.5           9.9             1.9            -          0.7
- -----------------------------------------------------------------------------------------------------------------------

Operating Income (Loss) from Continuing
  Operations                                       19.3          16.1            (0.4)         4.3         (0.7)
Interest Expense                                   (9.1)         (4.6)           (1.2)           -         (3.3)
Other Income (Expense)                             (3.5)          0.1             1.4            -         (5.0)
- -----------------------------------------------------------------------------------------------------------------------

Income (Loss) from Continuing Operations
    Before Minority Interest and Income Taxes       6.7          11.6            (0.2)         4.3         (9.0)
Minority Interest                                   0.5             -               -          0.5            -
- -----------------------------------------------------------------------------------------------------------------------

Income (Loss) from Continuing Operations
    Before Income Taxes                             6.2          11.6            (0.2)         3.8         (9.0)
Income Tax Expense (Benefit)                        3.8           4.2            (0.3)         1.7         (1.8)
- -----------------------------------------------------------------------------------------------------------------------

Income (Loss) from Continuing Operations            2.4        $  7.4           $ 0.1         $2.1        $(7.2)
                                                              ---------------------------------------------------------

Income from Discontinued Operations - Net
  of Tax                                           34.3
- ----------------------------------------------------------

Net Income                                       $ 36.7
- ----------------------------------------------------------


1                      ALLETE Form 8-K dated May 16, 2005





                                                                            NONREGULATED
                                                              REGULATED        ENERGY         REAL
                                              CONSOLIDATED     UTILITY       OPERATIONS      ESTATE       OTHER
- -----------------------------------------------------------------------------------------------------------------------
Millions
                                                                                          

FOR THE QUARTER ENDED SEPTEMBER 30, 2004

Operating Revenue                                $177.6        $136.1           $25.5        $ 5.2       $ 10.8
Fuel and Purchased Power                           71.9          63.4             8.5            -            -
Operating and Maintenance                          70.1          44.1            13.1          2.5         10.4
Depreciation Expense                               12.3           9.7             1.9            -          0.7
- -----------------------------------------------------------------------------------------------------------------------

Operating Income (Loss) from Continuing
  Operations                                       23.3          18.9             2.0          2.7         (0.3)
Interest Expense                                   (7.5)         (5.0)           (1.4)        (0.1)        (1.0)
Other Income (Expense)                            (18.3)            -             0.3            -        (18.6)
- -----------------------------------------------------------------------------------------------------------------------

Income (Loss) from Continuing Operations
    Before Minority Interest and Income Taxes      (2.5)         13.9             0.9          2.6        (19.9)
Minority Interest                                   0.1             -               -          0.1            -
- -----------------------------------------------------------------------------------------------------------------------

Income (Loss) from Continuing Operations
    Before Income Taxes                            (2.6)         13.9             0.9          2.5        (19.9)
Income Tax Expense (Benefit)                       (2.0)          5.7             0.2          1.0         (8.9)
- -----------------------------------------------------------------------------------------------------------------------

Income (Loss) from Continuing Operations           (0.6)       $  8.2           $ 0.7        $ 1.5       $(11.0)
                                                              ---------------------------------------------------------

Income from Discontinued Operations - Net
  of Tax                                           13.7

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

Net Income                                       $ 13.1
- ----------------------------------------------------------


FOR THE QUARTER ENDED DECEMBER 31, 2004

Operating Revenue                                $178.6        $140.7           $25.7        $ 2.3        $ 9.9
Fuel and Purchased Power                           69.9          60.4             9.5            -            -
Operating and Maintenance                          81.0          51.3            18.9          2.3          8.5
Depreciation Expense                               12.5          10.0             1.6          0.1          0.8
- -----------------------------------------------------------------------------------------------------------------------

Operating Income (Loss) from Continuing
  Operations                                       15.2          19.0            (4.3)        (0.1)         0.6
Interest Expense                                   (6.1)         (4.2)           (1.1)        (0.1)        (0.7)
Other Income (Expense)                              9.3             -            (0.6)           -          9.9
- -----------------------------------------------------------------------------------------------------------------------

Income (Loss) from Continuing Operations
    Before Minority Interest and Income Taxes      18.4          14.8            (6.0)        (0.2)         9.8
Minority Interest                                   0.1             -               -          0.1            -
- -----------------------------------------------------------------------------------------------------------------------

Income (Loss) from Continuing Operations
    Before Income Taxes                            18.3          14.8            (6.0)        (0.3)         9.8
Income Tax Expense (Benefit)                        2.4           5.2            (2.5)        (0.1)        (0.2)
- -----------------------------------------------------------------------------------------------------------------------

Income (Loss) from Continuing Operations           15.9        $  9.6           $(3.5)       $(0.2)       $10.0
                                                 ----------------------------------------------------------------------

Loss from Discontinued Operations - Net
  of Tax                                           (6.2)

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

Net Income                                       $  9.7
- ----------------------------------------------------------




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
    -------

      10  -  Executive Long-Term Incentive  Compensation Plan  as  amended   and
             restated effective January 1, 2006.

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

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 3 of
this Form 8-K.


                       ALLETE Form 8-K dated May 16, 2005                      2


                              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,"  "could," "may,"
"potential,"  "target," "outlook" 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, in addition to any assumptions
and  other  factors   referred  to   specifically   in   connection   with  such
forward-looking   statements,   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;
 - our ability to access capital markets;
 - 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.


3                      ALLETE Form 8-K dated May 16, 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.





May 16, 2005                                  /s/ James K. Vizanko
                               -------------------------------------------------
                                                James K. Vizanko
                               Senior Vice President and Chief Financial Officer



                       ALLETE Form 8-K dated May 16, 2005                      4


                                  EXHIBIT INDEX

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

  10  -  Executive Long-Term Incentive Compensation Plan as amended and restated
         effective January 1, 2006




                       ALLETE Form 8-K dated May 16, 2005