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) - JULY 21, 2004







                                  ALLETE, INC.


                             A Minnesota Corporation
                           Commission File No. 1-3548
                   IRS Employer Identification No. 41-0418150
                             30 West Superior Street
                          Duluth, Minnesota 55802-2093
                           Telephone - (218) 279-5000



ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On July 21, 2004 ALLETE,  Inc.  issued a press  release  announcing  2004 second
quarter earnings which is attached to this Current Report on Form 8-K as Exhibit
99 and  incorporated  herein by reference in its entirety.  The  information  is
being  furnished  pursuant  to Item 12.  Results  of  Operations  and  Financial
Condition. This information,  including Exhibit 99 attached hereto, shall not be
deemed  "filed" for purposes of Section 18 of the  Securities  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.

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

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 2 OF
THIS FORM 8-K.



                     ALLETE Form 8-K dated July 21, 2004                      1


                              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"  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, which are difficult to predict,
contain  uncertainties,  are beyond our control and may cause actual  results or
outcomes  to  differ   materially  from  those   contained  in   forward-looking
statements:

-  ALLETE's  ability  to  successfully   implement  our  strategic   objectives,
   including  the  completion  and  impact  of  the  proposed  spin-off  of  our
   Automotive Services business;
-  war and acts of terrorism;
-  prevailing  governmental policies and regulatory actions,  including those of
   the United States Congress, Canadian federal government, state and provincial
   legislatures,  the Federal Energy Regulatory Commission, the Minnesota Public
   Utilities  Commission,  the Florida  Public  Service  Commission,  the Public
   Service  Commission  of Wisconsin,  and various  county  regulators  and city
   administrators,  about allowed rates of return, financings, industry and rate
   structure,  acquisition and disposal of assets and facilities,  operation and
   construction  of plant  facilities,  recovery of purchased  power and capital
   investments,  and present or  prospective  wholesale  and retail  competition
   (including but not limited to transmission  costs) as well as vehicle-related
   laws, including vehicle brokerage and auction laws;
-  unanticipated  effects  of  restructuring  initiatives  in the  electric  and
   automotive industries;
-  economic and geographic factors, including political and economic risks;
-  changes in and compliance with environmental and safety laws and policies;
-  weather conditions;
-  natural disasters;
-  market factors affecting supply and demand for used vehicles;
-  wholesale power market conditions;
-  population growth rates and demographic patterns;
-  the effects of  competition,  including  competition for retail and wholesale
   customers, as well as sellers and buyers of vehicles;
-  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;
-  capital market conditions;
-  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 46 of ALLETE's 2003 Form 10-K. Any  forward-looking  statement
speaks only as of the date on which such  statement is made, and we undertake 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 2003 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.



2                      ALLETE Form 8-K dated July 21, 2004



                                   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.



July 21, 2004                                   James K. Vizanko
                                  ----------------------------------------------
                                                James K. Vizanko
                                  Senior Vice President, Chief Financial Officer
                                                  and Treasurer



                      ALLETE Form 8-K dated July 21, 2004                      3



                                  EXHIBIT INDEX

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

99  -  ALLETE  News  Release dated July 21, 2004 announcing 2004 second  quarter
       earnings.



                      ALLETE Form 8-K dated July 21, 2004