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 * THORP TIMOTHY J   2. Issuer Name and Ticker or Trading Symbol ALLETE INC [ALE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) VP Invest. Rel./Corp. Comm. (Last) (First) (Middle) 30 WEST SUPERIOR STREET 3. Date of Earliest Transaction (Month/Day/Year) 10/27/2004 (Street) DULUTH, MN 55802 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 10/27/2004   M   2,112 A $ 25.08 2,577.99 D   Common Stock 10/27/2004   M   2,095 A $ 25.45 4,672.99 D   Common Stock 10/27/2004   M   1,668 A $ 23.79 6,340.99 D   Common Stock 10/27/2004   S   5,875 D $ 33.81 465.99 (1) D   Common Stock               69.26 (1) I By Children Common Stock               2,772.14 (2) I By RSOP 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

$ 25.08 (3)

10/27/2004

M

2,112 (3)

(4)

01/02/2008

Common Stock

2,112

$ 0

0

D

Employee Stock Option - Right to Buy

$ 25.45 (5)

10/27/2004

M

2,095 (5)

(6)

01/04/2009

Common Stock

2,095

$ 0

0

D

Employee Stock Option - Right to Buy

$ 23.79 (7)

10/27/2004

M

1,668 (7)

02/03/2004

02/03/2013

Common Stock

1,668

$ 0

1,668

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
THORP TIMOTHY J 30 WEST SUPERIOR STREET DULUTH, MN 55802			VP Invest. Rel./Corp. Comm.

Signatures

Ingrid K. Johnson for Timothy J. Thorp		10/29/2004
**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 a one-for-three reverse stock split on September 20, 2004 and includes shares acquired in exempt transactions under the dividend reinvestment feature of ALLETE's stock purchase and dividend reinvestment plan. Based on plan information available as of September 30, 2004.
(2)	Total shown reflects a one-for-three reverse stock split on September 20, 2004 and includes shares acquired in exempt transactions under ALLETE's retirement savings and stock ownership plan. Based on plan information available as of September 30, 2004.
(3)	This option was previously reported as covering 2,450 shares at an exercise price of $21.65 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.
(4)	50% vested January 2, 1999 and 50% vested January 2, 2000.
(5)	This option was previously reported as covering 2,430 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.
(6)	50% vested January 4, 2000 and 50% vested January 4, 2001.
(7)	This option was previously reported as covering 3,869 shares at an exercise price of $20.51 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.

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