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) - JANUARY 30, 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 January 30, 2004 ALLETE, Inc. issued a press release announcing 2003 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 OUR 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 January 30, 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 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 the  control of ALLETE and may cause  actual
results or outcomes to differ materially from those contained in forward-looking
statements:

     -  our  ability  to  successfully   implement  our  strategic   objectives,
        including  the  completion  and impact of the  proposed  spin-off of our
        Automotive  Services  business  and  the  sale  of  our  Water  Services
        businesses;
     -  war and acts of terrorism;
     -  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  North  Carolina  Utilities
        Commission,  the Public  Service  Commission of  Wisconsin,  and various
        county regulators,  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 general  vehicle-related  laws,  including vehicle brokerage and
        auction laws;
     -  unanticipated  impacts  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;
     -  market factors affecting supply and demand for used vehicles;
     -  wholesale power market conditions;
     -  population growth rates and demographic patterns;
     -  the effects of  competition,  including the  competition  for retail and
        wholesale customers, as well as suppliers and purchasers 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.

Any forward-looking statement speaks only as of the date on which that 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 those  factors,  nor can it assess  the  impact of each of those
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.

2                  ALLETE Form 8-K dated January 30, 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.





January 30, 2004                                  James K. Vizanko
                                  ----------------------------------------------
                                                  James K. Vizanko
                                  Senior Vice President, Chief Financial Officer
                                                   and Treasurer

                   ALLETE Form 8-K dated January 30, 2004                      3


                                  EXHIBIT INDEX

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

  99  -  ALLETE News Release dated January 30, 2004 announcing 2003 earnings.



                   ALLETE Form 8-K dated January 30, 2004