Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
MAYER GEORGE L
   2. Issuer Name and Ticker or Trading Symbol
ALLETE INC [ALE] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
178 MYRTLE BLVD., SUITE 103		 3. Date of Earliest Transaction (Month/Day/Year)
11/11/2004
(Street)

LARCHMONT, NY 10538		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/11/2004   M   1,293 A $ 18.85 10,187.36 (1) (2) D  
Common Stock 11/11/2004   M   1,293 A $ 25.45 11,480.36 D  
Common Stock 11/11/2004   M   2,083 A $ 15.88 13,563.36 D  
Common Stock 11/11/2004   M   1,250 A $ 25.08 14,813.36 D  
Common Stock               166 (1) I By Spouse
Common Stock               100 (1) I Spouse as Conservator (3)
Common Stock               83 (1) I Charitable Remainder Trust
Common Stock               133 (1) I Charitable Annuity Trust

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $ 18.85 11/11/2004   M     1,293 (4)   (5) 01/03/2010 Common Stock 1,293 $ 0 0 D  
Employee Stock Option (right to buy) $ 25.45 11/11/2004   M     1,250 (6)   (7) 01/04/2009 Common Stock 1,250 $ 0 0 D  
Employee Stock Opton (right to buy) $ 25.45 11/11/2004   M     43 (8)   (7) 01/04/2009 Common Stock 43 $ 0 0 D  
Employee Stock Option (right to buy) $ 25.08 11/11/2004   M     1,250 (9)   (10) 01/02/2008 Common Stock 1,250 $ 0 0 D  
Employee Stock Option (right to buy) $ 25.08 11/11/2004   M     833 (11)   (10) 01/02/2008 Common Stock 833 $ 0 0 D  
Employee Stock Option (right to buy) $ 15.88 11/11/2004   M     1,250 (12)   (13) 01/02/2007 Common Stock 1,250 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MAYER GEORGE L
178 MYRTLE BLVD., SUITE 103
LARCHMONT, NY 10538		   X      

Signatures

 Ingrid K. Johnson for George L. Mayer   11/15/2004
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Total shown reflects one-for-three reverse stock split on September 20, 2004.
(2) Includes shares acquired in exempt transactions under the dividend reinvestment feature of ALLETE's stock purchase and dividend reinvestment plan and based on plan information as of November 1, 2004.
(3) By reporting person's spouse as conservator for family member in the same household as reporting person.
(4) This option was previously reported as covering 1,500 shares at an exercise price of $16.25 per share, but was adjusted to reflect the reverse stock split and the spin off of ALLETE's subsidiary, ADESA, Inc., on September 20, 2004.
(5) 50% vested January 3, 2001 and 50% vested January 3, 2002
(6) This option was previously reported as covering 1,450 shares at an exercise price of $21.94 per share, but was adjusted to reflect the reverse stock split and the spin off of ALLETE's subsidiary, ADESA, Inc., on September 20, 2004.
(7) 50% vested January 4, 2000 and 50% vested January 4, 2001.
(8) This option was previously reported as covering 50 shares at an exercise price of $21.94 per share, but was adjusted to reflect the reverse stock split and the spin off of ALLETE's subsidiary, ADESA, Inc., on September 20, 2004.
(9) This option was previously reported as covering 1,450 shares at an exercise price of $21.63 per share, but was adjusted to reflect the reverse stock split and the spin off of ALLETE's subsidiary, ADESA, Inc., on September 20, 2004.
(10) 50% vested January 2, 1999 and 50% vested January 2, 2000.
(11) This option was previously reported as covering 966 shares at an exercise price of $13.69 per share, but was adjusted to reflect the reverse stock split and the spin off of ALLETE's subsidiary, ADESA, Inc., on September 20, 2004.
(12) This option was previously reported as covering 1,450 shares at an exercise price of $13.69 per share, but was adjusted to reflect the reverse stock split and the spin off of ALLETE's subsidiary, ADESA, Inc., on September 20, 2004.
(13) 50% vested January 2, 1998 and 50% vested January 2, 1999.

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