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 20, 2005




                                   ALLETE, INC.
             (Exact name of registrant as specified in its charter)

           MINNESOTA                 1-3548                      41-0418150
        (State or other           (Commission                  (IRS Employer
jurisdiction of incorporation     File Number)               Identification No.)
       or organization)                              

                             30 WEST SUPERIOR STREET
                          DULUTH, MINNESOTA 55802-2093
          (Address of principal executive offices, including zip code)

                                 (218) 279-5000
              (Registrant's telephone number, including area code)



Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

/ / Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)
/ / Soliciting material pursuant to Rule 14a-12 under  the Exchange  Act (17 CFR
    240.14a-12)
/ / Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))
/ / Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))



SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On July 20, 2005,  pursuant to the recommendation of the Executive  Compensation
Committee, the Board of Directors of ALLETE, Inc. (ALLETE) approved increases to
certain  director  compensation  annual  retainer  fees.  Effective May 1, 2005,
pursuant to the terms of the ALLETE Director Stock Plan, the cash portion of the
annual board  retainer fee increased  from $20,000 to $23,500,  while the annual
cash retainer fee for the Audit  Committee chair increased from $6,000 to $8,500
and the Executive Compensation Committee chair increased from $4,500 to $5,500.





1                     ALLETE Form 8-K dated July 26, 2005



                                   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 26, 2005                                  James K. Vizanko
                               -------------------------------------------------
                                               James K. Vizanko
                               Senior Vice President and Chief Financial Officer




2                     ALLETE Form 8-K dated July 26, 2005