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 *
STENDER BRUCE W
   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)
227 WEST FIRST STREET, SUITE 880		 3. Date of Earliest Transaction (Month/Day/Year)
05/24/2005
(Street)

DULUTH, MN 55802		 4. If Amendment, Date Original Filed(Month/Day/Year)
05/26/2005		 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 05/24/2005   M   1,250 A $ 25.08 11,037.97 D  
Common Stock 05/24/2005   M   1,293 A $ 25.45 12,330.97 D  
Common Stock 05/24/2005   M   1,293 A $ 27.4 13,623.97 D  
Common Stock 05/24/2005   M   1,293 A $ 29.79 14,916.97 D  
Common Stock 05/24/2005   M   1,293 A $ 26.91 16,209.97 D  
Common Stock 05/24/2005   S   6,422 D $ 47.27 9,787.97 D  

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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
Stock Option - Right to Buy $ 25.08 (1) 05/24/2005   M     1,250 (1)   (2) 01/02/2008 Common Stock 1,250 $ 0 0 D  
Stock Option - Right to Buy $ 25.45 (3) 05/24/2005   M     1,293 (3)   (4) 01/04/2009 Common Stock 1,293 $ 0 0 D  
Stock Option - Right to Buy $ 27.4 (5) 05/24/2005   M     1,293 (5)   (6) 01/02/2011 Common Stock 1,293 $ 0 0 D  
Stock Option - Right to Buy $ 29.79 (7) 05/24/2005   M     1,293 (7)   (8) 01/02/2012 Common Stock 1,293 $ 0 0 D  
Stock Option - Right to Buy $ 26.91 (9) 05/24/2005   M     1,293 (9)   (10) 01/02/2013 Common Stock 1,293 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
STENDER BRUCE W
227 WEST FIRST STREET, SUITE 880
DULUTH, MN 55802		   X      

Signatures

 Ingrid K. Johnson for Bruce W. Stender   05/26/2005
**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) 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 spin off of ALLETE's subsidiary, ADESA, Inc., and the reverse stock split on September 20, 2004.
(2) This option vested 50% on January 2, 1999 and 50% on January 2, 2000.
(3) This option was previously reported as covering 1,500 shares at an exercise price of $21.94 per share, but was adjusted to reflect the spin off of ALLETE's subsidiary, ADESA, Inc., and the reverse stock split on September 20, 2004.
(4) This option vested 50% on January 4, 2000 and 50% on January 4, 2001.
(5) This option was previously reported as covering 1,500 shares at an exercise price of $23.63 per share, but was adjusted to reflect the spin off of ALLETE's subsidiary, ADESA, Inc., and the reverse stock split on September 20, 2004.
(6) This option vested 50% on January 2, 2002 and 50% on January 2, 2003.
(7) This option was previously reported as covering 1,500 shares at an exercise price of $25.68 per share, but was adjusted to reflect the spin off of ALLETE's subsidiary, ADESA, Inc., and the reverse stock split on September 20, 2004.
(8) This option vested 50% on January 2, 2003 and 50% on January 2, 2004.
(9) This option was previously reported as covering 1,500 shares at an exercise price of $23.20 per share, but was adjusted to reflect the spin off of ALLETE's subsidiary, ADESA, Inc., and the reverse stock split on September 20, 2004.
(10) This option vested 50% on January 2, 2004 and 50% on January 2, 2005.

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