As filed with the Securities and Exchange Commission on June 27, 2002
                                                 Registration No. 333-__________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                              --------------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                              --------------------

<TABLE>
<CAPTION>
<S>                                    <C>                                       <C>

            ALLETE, INC.                          MINNESOTA                           41-0418150
    (Exact name of registrant as       (State or other jurisdiction of             (I.R.S. Employer
     specified in its charter)          incorporation or organization)           Identification No.)

</TABLE>

                             30 West Superior Street
                          Duluth, Minnesota 55802-2093
                                 (218) 279-5000
          (Address, including zip code, and telephone number, including
             area code, of registrant's principal executive offices)

                              --------------------
                                     ALLETE
                 EXECUTIVE LONG-TERM INCENTIVE COMPENSATION PLAN
                              (Full Title of Plan)
                              --------------------

         DAVID G. GARTZKE                           PHILIP R. HALVERSON, Esq.
     Chairman, President and                    Vice President, General Counsel
     Chief Executive Officer                               and Secretary
     30 West Superior Street                         30 West Superior Street
   Duluth, Minnesota 55802-2093                  Duluth, Minnesota 55802-2093
          (218) 279-5000                                 (218) 279-5000

         JAMES K. VIZANKO                           ROBERT J. REGER, JR., Esq.
  Vice President, Chief Financial  Officer           Thelen Reid & Priest LLP
           and Treasurer                                40 West 57th Street
      30 West Superior Street                      New York, New York 10019-4097
   Duluth, Minnesota 55802-2093                           (212) 603-2000
          (218) 279-5000
        (Names and addresses, including zip codes, and telephone numbers,
                  including area codes, of agents for service)
                              ---------------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================
     TITLE OF EACH CLASS OF                           PROPOSED MAXIMUM  PROPOSED MAXIMUM
           SECURITIES                AMOUNT TO BE      OFFERING PRICE       AGGREGATE            AMOUNT OF
        TO BE REGISTERED              REGISTERED         PER UNIT(3)    OFFERING PRICE(3)     REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------
<S>                                <C>                     <C>              <C>                  <C>
Common Stock, without par value    3,000,000 Shares(1)     $28.17           $84,510,000          $7,775

Preferred Share Purchase Rights    3,000,000 Rights(2)        --                 --                --(4)

================================================================================================================

</TABLE>

(1) In addition, pursuant to Rule 416(a) under the Securities Act of 1933, this
    registration statement also covers such indeterminable number of additional
    securities as may become deliverable as a result of stock splits, stock
    dividends or similar transactions, in accordance with the provisions of the
    Plan.

(2) The preferred share purchase rights are attached to and will trade with the
    common stock. The value attributable to the preferred share purchase rights,
    if any, is reflected in the market price of the common stock.

(3) Estimated solely for purposes of calculating the registration fee pursuant
    to Rule 457(h) under the Securities Act of 1933 on the basis of the average
    of the high and low prices of the registrant's common stock on the New York
    Stock Exchange composite tape on June 26, 2002.

(4) Since no separate consideration is paid for the preferred share purchase
    rights, the registration fee for such securities is included in the fee for
    the common stock.

================================================================================



<PAGE>

                                     ALLETE
                 EXECUTIVE LONG-TERM INCENTIVE COMPENSATION PLAN

           PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     ALLETE, Inc. ("ALLETE") hereby incorporates herein by reference the
following documents previously filed by ALLETE with the Securities and Exchange
Commission ("SEC").

     (1)  ALLETE's Annual Report on Form 10-K for the year ended December 31,
          2001;

     (2)  ALLETE's Quarterly Report on Form 10-Q for the quarter ended March 31,
          2002; and

     (3)  ALLETE's Current Reports on Form 8-K filed with the SEC on February
          28, 2002 and March 28, 2002.

     All documents subsequently filed by ALLETE pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all the securities then remaining unsold, shall be
deemed to be incorporated herein by reference and to be a part hereof from the
respective dates of filing thereof. Any statement contained in an incorporated
document shall be deemed to be modified or superseded to the extent that a
statement contained herein or in any subsequently filed incorporated document
modifies or supersedes such statement.

ITEM 4.   DESCRIPTION OF SECURITIES.

                           DESCRIPTION OF COMMON STOCK

     General. The following statements describing our common stock are not
intended to be a complete description. They are qualified in their entirety by
reference to our Articles of Incorporation, Rights Plan, as defined below, and
mortgage and deed of trust. See "Description of Common Stock--Preferred Share
Purchase Rights." We also refer you to the laws of the State of Minnesota.

     We have the following capital stock authorized by our Articles of
Incorporation: 130,000,000 shares of common stock, without par value, and
3,616,000 shares of preferred stock. As of the filing of this registration
statement, 84,937,261 shares of common stock were issued and outstanding and no
shares of preferred stock were issued and outstanding.

     Dividend Rights. Our common stock is entitled to dividends only after we
have provided for dividends and any sinking fund requirements on any issued and
outstanding preferred stock.

     Our Articles of Incorporation contain provisions which would restrict net
income available for the payment of cash dividends on outstanding common stock
in the event that shares of ALLETE's preferred stock were outstanding and
certain common stock equity capitalization ratios were not met.

     Voting Rights (Non-Cumulative Voting). Holders of our common stock are
entitled to receive notice of and to vote at any meeting of our shareholders.
Each share of our common stock, as well as each share of any of our issued and
outstanding preferred stock, is entitled to one vote. Since the holders of these
shares do not have cumulative voting rights, the holders of more than 50 percent
of the shares voting can elect all our directors. If that happens, the holders
of the remaining shares voting (less than 50 percent) cannot elect any
directors. In addition, whenever dividends on any of our preferred stock are in
default in the amount of four quarterly payments, and until all the dividends in
default are paid, the holders of our preferred stock are entitled, as one class,
to elect a majority of the directors. Our common stock, as one class, would then
elect the minority.



                                      II-1
<PAGE>

     Our Articles of Incorporation include detailed procedures and other
provisions relating to these rights and their termination, including:

     o    quorums;

     o    terms of directors elected;

     o    vacancies;

     o    class voting;

     o    meetings; and

     o    adjournments.

    Our Articles of Incorporation contain provisions that make it difficult to
obtain control of ALLETE through transactions not having the approval of our
Board of Directors. These provisions include:

     o    a provision requiring the affirmative vote of 75 percent of the
          outstanding shares of all classes of our capital stock, present and
          entitled to vote, in order to authorize certain mergers or
          consolidations, or sales or leases of a significant amount of assets,
          of ALLETE, and other significant transactions that may have an effect
          on the control of ALLETE. Any of those transactions are required to
          meet certain "fair price" and procedural requirements. Neither a 75
          percent shareholder vote nor a "fair price" is required for any of
          those transactions that have been approved by a majority of the
          "Disinterested Directors," as that term is defined in our Articles of
          Incorporation;

     o    a provision permitting a majority of the Disinterested Directors to
          determine whether the above requirements have been satisfied; and

     o    a provision providing that some parts of our Articles of Incorporation
          cannot be altered unless approved by 75 percent of the outstanding
          shares of all classes of our capital stock, present and entitled to
          vote, unless the alteration is recommended to the shareholders by a
          majority of the Disinterested Directors. The parts of our Articles of
          Incorporation that cannot be altered except as stated above include
          parts relating to:

          -    mergers or consolidations, or sales or leases of a significant
               amount of assets, of ALLETE, and other significant transactions
               that may have an effect on the control of ALLETE; and

          -    the number, election, terms of office and removal of directors of
               ALLETE and the way in which vacancies on the Board of Directors
               are filled.

     Liquidation Rights. After we have satisfied creditors and the preferential
liquidation rights of any of our outstanding preferred stock, the holders of our
common stock are entitled to share ratably in the distribution of all remaining
assets.

     Miscellaneous. Holders of our common stock have no preemptive or conversion
rights. Our common stock is listed on the New York Stock Exchange. The transfer
agents and registrars for our common stock are Wells Fargo Bank Minnesota, N.A.
and ALLETE.

     Description of Preferred Share Purchase Rights. The following statements
describing our preferred share purchase rights (each a "Right") are not intended
to be a complete description. They are qualified in their entirety by reference
to the Rights Agreement, dated as of July 24, 1996 ("Rights Plan"), between
ALLETE and ALLETE's Corporate Secretary, as Rights Agent. We also refer you to
the laws of the State of Minnesota.

     In July 1996 our Board of Directors declared a dividend distribution of one
Right for each outstanding share of our common stock to shareholders of record
at the close of business on July 24, 1996 ("Record Date"). Our Board of


                                      II-2
<PAGE>


Directors also authorized the issuance of one Right for each share of our common
stock that becomes outstanding between the Record Date and July 23, 2006, or an
earlier date on which the Rights are redeemed. Except as described below, each
Right, when exercisable, entitles the registered holder to purchase from us one
two-hundredth of a share of Junior Serial Preferred Stock A, without par value
("Serial Preferred"), at a price of $45.00 per one two-hundredth of a share (the
"Purchase Price"). The Purchase Price is subject to adjustment.

     Initially no separate Right Certificates were distributed. Until the
Distribution Date, our common stock certificates together with a copy of the
Summary of Rights Plan are proof of the Rights. The "Distribution Date" is the
earlier to occur of:

     o    10 days following a public announcement that a person or group of
          affiliated or associated persons (an "Acquiring Person") has acquired,
          or obtained the right to acquire, beneficial ownership of 15 percent
          or more of the outstanding shares of our common stock (the "Stock
          Acquisition Date"); or

     o    15 business days following the commencement of (or a public
          announcement of an intention to make) a tender or exchange offer where
          a person or group would become the beneficial owner of 15 percent or
          more of our outstanding shares of common stock. At any time before a
          person becomes an Acquiring Person, our Board of Directors may extend
          the 15-business day time period.

     Until the Distribution Date (or the earlier redemption, expiration or
termination of the Rights), the Rights will be transferred only with our common
stock. The transfer of any certificates for our common stock, with or without a
copy of the Summary of Rights Plan, will also constitute the transfer of the
Rights associated with those common stock certificates. As soon as practicable
following the Distribution Date, we will mail separate certificates for the
Rights to holders of record of our common stock as of the close of business on
the Distribution Date. After the Distribution Date, separate certificates for
the Rights will be given as proof of the Rights.

     Each whole share of our Serial Preferred will have a minimum preferential
quarterly dividend rate equal to the greater of $51 per share or, subject to
anti-dilution adjustment, 200 times the dividend declared on our common stock.
If ALLETE liquidates, no distribution will be made to the holders of our common
stock until the holders of our Serial Preferred have received a liquidation
preference of $100 per share, plus accrued and unpaid dividends. Holders of our
Serial Preferred will be entitled to receive notice of and to vote at any
meeting of our shareholders. Each whole share of our Serial Preferred is
entitled to one vote. These shares do not have cumulative voting rights.

     Whenever dividends on any of our preferred stock are in default in the
amount of four quarterly payments, and until all the dividends in default are
paid, the holders of our Serial Preferred and other preferred stock will be
entitled, together as one class, to elect a majority of directors. Our common
stock would then elect the minority. If, in any merger or other transaction,
shares of our common stock are exchanged for or converted into other securities
and/or property, each whole share of our Serial Preferred will be entitled to
receive, subject to anti-dilution adjustment, 200 times the amount for or into
which each share of our common stock is exchanged or converted. We cannot redeem
the shares of Serial Preferred.

     The Rights are not exercisable until the Distribution Date and will expire
at the earliest of:

     o    July 23, 2006 ("Final Expiration Date");

     o    the redemption of the Rights by ALLETE as described below; or

     o    the exchange of all Rights for our common stock as described below.

     If any person (other than ALLETE, its affiliates or any person receiving
newly-issued shares of common stock directly from ALLETE) becomes the beneficial
owner of 15 percent or more of the then outstanding shares of common stock, each
holder of a Right will have a right to receive, upon exercise at the then
current exercise price of the Right, common stock (or, in the discretion of the
Board of Directors, cash, property or other securities of ALLETE) with a value
equal to two times the exercise price of the Right. The Rights Plan contains an
exemption for common stock we issue directly to any person. This exemption
applies even if the person would become the beneficial owner of 15 percent or


                                      II-3
<PAGE>

more of our common stock, provided that the person does not acquire any
additional shares of our common stock. Examples of situations where we might
issue common stock directly include private placements or acquisitions we make
using our common stock as consideration.

     If following the Stock Acquisition Date we are acquired in a merger or
other business combination transaction, or 50 percent or more of our assets or
earning power are sold, we will make proper provision so that each holder of a
Right will, after the transaction, have the right to receive, upon exercise at
the then current exercise price of the Right, common stock of the acquiring or
surviving company with a value equal to two times the exercise price of the
Right.

     If the events described in the preceding two paragraphs happen (the
"Triggering Events"), any Rights that an Acquiring Person beneficially owns or
transferred to certain persons, will immediately become null and void.

     The Purchase Price payable and the number of shares of our Serial Preferred
or other securities or property issuable if the Rights are exercised, are
subject to adjustment. An adjustment would be made to prevent dilution, if there
was a stock dividend on, or a subdivision, split, combination, consolidation or
reclassification of, our Serial Preferred or our common stock, or a reverse
split of our outstanding shares of Serial Preferred or common stock.

     Our Board of Directors may exchange the Rights at an exchange ratio of one
share of common stock per Right at any time that is:

     o    after the acquisition by a person or group of affiliated or associated
          persons of beneficial ownership of 15 percent or more of the
          outstanding common stock; and

     o    before the acquisition by that person or group of 50 percent or more
          of the outstanding common stock.

This exchange ratio is subject to adjustment and does not include Rights that
have become null and void.

     With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least one
percent in the Purchase Price. We will not be required to issue fractional
shares of Serial Preferred or common stock (other than fractions in multiples of
one one-hundredths of a share of Serial Preferred). Instead, we may make an
adjustment in cash based on the market price of the Serial Preferred or common
stock on the last trading date before the date of exercise.

     Our Board of Directors may redeem the Rights in whole, but not in part, at
a price of $.005 per Right ("Redemption Price") anytime before a person becomes
an Acquiring Person. At our option, we may pay the Redemption Price in cash,
shares of our common stock or other consideration that our Board of Directors
deems appropriate. If we redeem the Rights, the Rights will terminate and the
only right of the holders of Rights will be to receive the Redemption Price.

     If the Rights are exercised, issuance of our Serial Preferred or our common
stock will be subject to any necessary regulatory approvals. Until a Right is
exercised, the holder of the Right will have no rights as a shareholder of
ALLETE, including, without limitation, the right to vote or to receive
dividends. One million shares of our Serial Preferred were reserved for issuance
if the Rights are exercised.

     We may amend the provisions of the Rights Plan. However, any amendment
adopted after the time that a person becomes an Acquiring Person may not
adversely affect the interests of holders of Rights.

     The Rights have anti-takeover effects. The Rights will cause substantial
dilution to a person or group that attempts to acquire ALLETE without
conditioning the offer on the redemption of the Rights or on the acquisition of
a substantial number of Rights. The Rights beneficially owned by that person or
group may become null and void. The Rights should not interfere with any merger
or other business combination approved by our Board of Directors. This is
because, at any time before a person becomes an Acquiring Person, our Board of
Directors may redeem all of the outstanding Rights at the Redemption Price.


                                      II-4
<PAGE>

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The consolidated financial statements incorporated in this registration
statement by reference to ALLETE's Annual Report on Form 10-K for the year ended
December 31, 2001 have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.

     The statements as to matters of law and legal conclusions under
"Description of Common Stock" in this registration statement and in the
documents incorporated in this registration statement by reference, have been
reviewed by Philip R. Halverson, Esq., Duluth, Minnesota, Vice President,
General Counsel and Secretary of ALLETE and are set forth or incorporated by
reference herein in reliance upon his opinion given upon his authority as an
expert.

     As of June 1, 2002, Mr. Halverson owned 26,815 shares of common stock of
ALLETE. Mr. Halverson is acquiring additional shares of ALLETE common stock at
regular intervals as a participant in the Employee Stock Ownership Plan and
Supplemental Retirement Plan. Under the Executive Long-Term Incentive
Compensation Plan, Mr. Halverson has:

     o    been granted options to purchase 51,890 shares of ALLETE common stock,
          of which 41,905 options are fully vested, the remainder of which shall
          vest over the next two years, and all of which will expire ten years
          from the date of grant;

     o    earned approximately 4,162 performance shares that have not yet been
          paid out under the terms of this plan; and

     o    an award opportunity for up to 6,854 additional performance shares
          contingent upon the attainment of certain performance goals of ALLETE
          for the period January 1, 2002 through December 31, 2003.

     The legality of these shares of common stock offered hereby will be passed
upon for ALLETE by Mr. Halverson and by Thelen Reid & Priest LLP, New York, New
York, counsel for ALLETE. Thelen Reid & Priest LLP may rely as to all matters of
Minnesota law upon the opinion of Mr. Halverson.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 302A.521 of the Minnesota Business Corporation Act generally
provides for the indemnification of directors, officers or employees of a
corporation made or threatened to be made a party to a proceeding by reason of
the former or present official capacity of the person against judgments,
penalties and fines and reasonable expenses (including attorneys' fees and
disbursements) incurred by the person in connection with the proceeding and
where such person, among other things, has not been indemnified by another
organization, acted in good faith, received no improper personal benefit and
with respect to any criminal proceeding, had no reasonable cause to believe his
conduct was unlawful.

     Article IX of the Articles of Incorporation of ALLETE contains the
following provision:

        "No director of this Corporation shall be personally liable to this
        Corporation or its stockholders for monetary damages for breach of
        fiduciary duty by that director as a director; provided, however, that
        this Article IX shall not eliminate or limit the liability of a
        director: (a) for any breach of the director's duty of loyalty to this
        Corporation or its stockholders; (b) for acts or omissions not in good
        faith or that involve intentional misconduct or a knowing violation of
        the law; (c) under Minnesota Statutes Section 302A.559 or 80A.23; (d)
        for any transaction from which the director derived an improper personal
        benefit; or (e) for any act or omission occurring prior to the date when
        this Article IX becomes effective. If, after the stockholders approve
        this provision, the Minnesota Business Corporation Act, Minnesota
        Statutes Chapter 302A, is amended to authorize corporate action further
        eliminating or limiting the personal liability of directors, then the
        liability of a director of this Corporation shall be deemed eliminated
        or limited to the fullest extent permitted by the Minnesota Business
        Corporation Act, as so amended. No amendment to or repeal of this


                                      II-5
<PAGE>

        Article IX shall apply to or have any affect on the liability or alleged
        liability of any director of this Corporation for or with respect to any
        acts or omissions of such director occurring prior to that amendment or
        repeal."

     Section 13 of the Bylaws of ALLETE contains the following provisions
relative to indemnification of directors and officers:

        "The Corporation shall reimburse or indemnify each present and future
        Director and officer of the Corporation (and his or her heirs, executors
        and administrators) for or against all expenses reasonably incurred by
        such Director or officer in connection with or arising out of any
        action, suit or proceeding in which such Director or officer may be
        involved by reason of being or having been a Director or officer of the
        Corporation. Such indemnification for reasonable expenses is to be to
        the fullest extent permitted by the Minnesota Business Corporation Act,
        Minnesota Statutes Chapter 302A. By affirmative vote of the Board of
        Directors or with written approval of the Chairman and Chief Executive
        Officer, such indemnification may be extended to include agents and
        employees who are not Directors or officers of the Corporation, but who
        would otherwise be indemnified for acts and omissions under Chapter 302A
        of the Minnesota Business Corporation Act, if such agent or employee
        were an officer of the Corporation."

        "Reasonable expenses may include reimbursement of attorneys' fees and
        disbursements, including those incurred by a person in connection with
        an appearance as a witness."

        "Upon written request to the Corporation and approval by the Chairman
        and Chief Executive Officer, an agent or employee for whom
        indemnification has been extended, or an officer or Director may receive
        an advance for reasonable expenses if such agent, employee, officer or
        Director is made or threatened to be made a party to a proceeding
        involving a matter for which indemnification is believed to be available
        under Minnesota Statutes Chapter 302A."

        "The foregoing rights shall not be exclusive of other rights to which
        any Director or officer may otherwise be entitled and shall be available
        whether or not the Director or officer continues to be a Director or
        officer at the time of incurring such expenses and liabilities."

     ALLETE has insurance covering its expenditures which might arise in
connection with the lawful indemnification of its directors and officers for
their liabilities and expenses, and insuring officers and directors of ALLETE
against certain other liabilities and expenses.

ITEM 8.   EXHIBITS.

Exhibit
Number      Description of Exhibit
------      ----------------------

*4(a)1  -   Articles of Incorporation, amended and restated as of May 8, 2001
            (filed as Exhibit 3(b) to the March 31, 2001 Form 10-Q, File No.
            1-3548).

*4(a)2  -   Amendment to Certificate of Assumed Name, filed with the Minnesota
            Secretary of State on May 8, 2001 (filed as Exhibit 3(a) to the
            March 31, 2001 Form 10-Q, File No. 1-3548).

*4(b)   -   Bylaws, as amended effective May 8, 2001 (filed as Exhibit 3(c) to
            the March 31, 2001 Form 10-Q, File No. 1-3548).

*4(c)1  -   Mortgage and Deed of Trust, dated as of September 1, 1945, between
            Minnesota Power & Light Company (now ALLETE, Inc.) and The Bank
            of New York (formerly Irving Trust Company) and Douglas J.
            MacInnes (successor to Richard H. West), Trustees (filed as
            Exhibit 7(c), File No. 2-5865).


                                      II-6
<PAGE>

*4(c)2  -   Supplemental Indentures to ALLETE, Inc.'s Mortgage and Deed of
            Trust:

<TABLE>
<CAPTION>

              Number             Dated as of           Reference File           Exhibit
              ------             -----------           --------------           -------
<S>                              <S>                   <C>                       <C>
              First              March 1, 1949         2-7826                    7(b)
              Second             July 1, 1951          2-9036                    7(c)
              Third              March 1, 1957         2-13075                   2(c)
              Fourth             January 1, 1968       2-27794                   2(c)
              Fifth              April 1, 1971         2-39537                   2(c)
              Sixth              August 1, 1975        2-54116                   2(c)
              Seventh            September 1, 1976     2-57014                   2(c)
              Eighth             September 1, 1977     2-59690                   2(c)
              Ninth              April 1, 1978         2-60866                   2(c)
              Tenth              August 1, 1978        2-62852                   2(d)2
              Eleventh           December 1, 1982      2-56649                   4(a)3
              Twelfth            April 1, 1987         33-30224                  4(a)3
              Thirteenth         March 1, 1992         33-47438                  4(b)
              Fourteenth         June 1, 1992          33-55240                  4(b)
              Fifteenth          July 1, 1992          33-55240                  4(c)
              Sixteenth          July 1, 1992          33-55240                  4(d)
              Seventeenth        February 1, 1993      33-50143                  4(b)
              Eighteenth         July 1, 1993          33-50143                  4(c)
              Nineteenth         February 1, 1997      1-3548 (1996 Form 10-K)   4(a)3
              Twentieth          November 1, 1997      1-3548 (1997 Form 10-K)   4(a)3
              Twenty-first       October 1, 2000       333-54330                 4(c)3

</TABLE>

*4(d)1  -   Indenture (for Unsecured Debt Securities), dated as of February 1,
            2001, between ALLETE, Inc. and LaSalle Bank National Association,
            as Trustee (filed as Exhibit 4(d)1, File Nos. 333-57104,
            333-57104-01 and 333-57104-02).


*4(d)2  -   Officer's Certificate, dated February 21, 2001, establishing the
            terms of the 7.80% Senior Notes due February 15, 2008, of ALLETE,
            Inc. (filed as Exhibit 4(d)2, File Nos. 333-57104, 333-57104-01
            and 333-57104-02).

*4(e)1  -   Mortgage and Deed of Trust, dated as of March 1, 1943, between
            Superior Water, Light and Power Company and Chemical Bank & Trust
            Company and Howard B. Smith, as Trustees, both succeeded by U.S.
            Bank Trust N.A., as Trustee (filed as Exhibit 7(c), File No.
            2-8668).

*4(e)2  -   Supplemental Indentures to Superior Water, Light and Power Company's
            Mortgage and Deed of Trust:

<TABLE>
<CAPTION>
              Number             Dated as of           Reference File           Exhibit
              ------             -----------           --------------           -------
<S>                              <S>                   <C>                       <C>
              First              March 1, 1951         2-59690                   2(d)(1)
              Second             March 1, 1962         2-27794                   2(d)1
              Third              July 1, 1976          2-57478                   2(e)1
              Fourth             March 1, 1985         2-78641                   4(b)
              Fifth              December 1, 1992      1-3548 (1992 Form 10-K)   4(b)1
              Sixth              March 24, 1994        1-3548 (1996 Form 10-K)   4(b)1
              Seventh            November 1, 1994      1-3548 (1996 Form 10-K)   4(b)2
              Eighth             January 1, 1997       1-3548 (1996 Form 10-K)   4(b)3

</TABLE>

*4(f)1  -   Indenture, dated as of March 1, 1993, between Southern States
            Utilities, Inc. (now Florida Water Services Corporation) and
            Nationsbank of Georgia, National Association (now SunTrust Bank,
            Central Florida, N.A.), as Trustee (filed as Exhibit 4(d) to the
            1992 Form 10-K, File No. 1-3548).


                                      II-7
<PAGE>

*4(f)2  -   Supplemental Indentures to Florida Water Services Corporation's
            Indenture:

<TABLE>
<CAPTION>

              Number         Dated as of        Reference File           Exhibit
              ------         -----------        --------------           -------
<S>                          <S>                <C>                      <C>
              First          March 1, 1993      1-3548 (1996 Form 10-K)  4(c)1
              Second         March 31, 1997     1-3548 (March 31, 1997   4
                                                  Form 10-Q)
              Third          May 28, 1997       1-3548 (June 30, 1997    4
                                                  Form 10-Q)
</TABLE>


*4(g)   -   Amended and Restated Trust Agreement, dated as of March 1, 1996,
            relating to MP&L Capital I's (now ALLETE Capital I) 8.05%
            Cumulative Quarterly Income Preferred Securities, between
            Minnesota Power & Light Company (now ALLETE, Inc.), as Depositor,
            and The Bank of New York, The Bank of New York (Delaware), Philip
            R. Halverson, David G. Gartzke and James K. Vizanko, as Trustees
            (filed as Exhibit 4(a) to the March 31, 1996 Form 10-Q, File No.
            1-3548), as modified by Amendment No. 1, dated April 11, 1996
            (filed as Exhibit 4(b) to the March 31, 1996 Form 10-Q, File No.
            1-3548) and First Amendment [2000], dated August 23, 2000 (filed
            as Exhibit 4(f)2, File No. 333-54330).

*4(h)   -   Indenture, dated as of March 1, 1996, relating to ALLETE's 8.05%
            Junior Subordinated Debentures, Series A, Due 2015, between
            Minnesota Power & Light Company (now ALLETE, Inc.) and The Bank
            of New York, as Trustee (filed as Exhibit 4(c) to the March 31,
            1996 Form 10-Q, File No. 1-3548).

*4(i)   -   Officer's Certificate, dated March 20, 1996, establishing the terms
            of the 8.05% Junior Subordinated Debentures, Series A, Due 2015
            issued in connection with the 8.05% Cumulative Quarterly Income
            Preferred Securities of MP&L Capital I (now ALLETE Capital I) (filed
            as Exhibit 4(i) to the 1996 Form 10-K, File No. 1-3548).

*4(j)   -   Guarantee Agreement, dated as of March 1, 1996, relating to MP&L
            Capital I's (now ALLETE Capital I) 8.05% Cumulative Quarterly Income
            Preferred Securities, between Minnesota Power & Light Company (now
            ALLETE, Inc.), as Guarantor, and The Bank of New York, as Trustee
            (filed as Exhibit 4(d) to the March 31, 1996 Form 10-Q, File No.
            1-3548).

*4(k)   -   Agreement as to Expenses and Liabilities, dated as of March 20,
            1996, relating to MP&L Capital I's (now ALLETE Capital I) 8.05%
            Cumulative Quarterly Income Preferred Securities, between Minnesota
            Power & Light Company (now ALLETE, Inc.) and MP&L Capital I (now
            ALLETE Capital I) (filed as Exhibit 4(e) to the March 31, 1996 Form
            10-Q, File No. 1-3548).

*4(l)   -   Rights Agreement dated as of July 24, 1996, between Minnesota Power
            & Light Company (now ALLETE, Inc.) and the Corporate Secretary of
            Minnesota Power & Light Company (now ALLETE, Inc.), as Rights
            Agent (filed as Exhibit 4 to the August 2, 1996 Form 8-K, File
            No. 1-3548).

*4(m)   -   Indenture (for Unsecured Debt Securities), dated as of May 15,
            1996, between ADESA Corporation and The Bank of New York, as Trustee
            relating to the ADESA Corporation's 7.70% Senior Notes, Series A,
            Due 2006, and its 8.10% Senior Notes, Series B, Due 2010 (filed as
            Exhibit 4(k) to the 1996 Form 10-K, File No. 1-3548).

*4(n)   -   ADESA Corporation Officer's Certificate 1-D-1, dated May 30, 1996,
            relating to the ADESA Corporation's 7.70% Senior Notes, Series A,
            Due 2006 (filed as Exhibit 4(m) to the 1996 Form 10-K, File
            No. 1-3548).

*4(o)   -   ADESA Corporation Officer's Certificate 2-D-2, dated as of March
            30, 2000, relating to ADESA Corporation's 8.10% Senior Notes, Series
            B, Due 2010 (filed as Exhibit 4(b) to the March 31, 2000 Form 10-Q,
            File No. 1-3548).


                                      II-8
<PAGE>

*4(p)   -   Guarantee of Minnesota Power & Light Company (now ALLETE, Inc.),
            dated as of May 30, 1996, relating to the ADESA Corporation's
            7.70% Senior Notes, Series A, Due 2006 (filed as Exhibit 4(l) to
            the 1996 Form 10-K, File No. 1-3548).

*4(q)   -   Guarantee of Minnesota Power, Inc. (now ALLETE, Inc.), dated as of
            March 30, 2000, relating to ADESA Corporation's 8.10% Senior
            Notes, Series B, Due 2010 (filed as Exhibit 4(a) to the March 31,
            2000 Form 10-Q, File No. 1-3548).

5(a)    -   Opinion and Consent of Philip R. Halverson, Esq., Vice President,
            General Counsel and Secretary of ALLETE, Inc.

5(b)    -   Opinion and Consent of Thelen Reid & Priest LLP.

23(a)   -   Consent of PricewaterhouseCoopers LLP.

23(b)   -   Consent of Philip R. Halverson, Esq. (included in opinion, attached
            hereto as Exhibit 5(a)).

23(c)   -   Consent of Thelen Reid & Priest LLP (included in opinion, attached
            hereto as Exhibit 5(b)).

24      -   Power of Attorney (included on the signature page of this
            registration statement).

* Incorporated herein by reference as indicated.

ITEM 9.     UNDERTAKINGS.

a.      The undersigned registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are being made, a
          post-effective amendment to this registration statement

          (i)  To include any prospectus required by Section 10(a)(3) of the
               Securities Act of 1933;

          (ii) To reflect in the prospectus any facts or events arising after
               the effective date of the registration statement (or the most
               recent post-effective amendment thereof) which, individually or
               in the aggregate, represent a fundamental change in the informa-
               tion set forth in the registration statement. Notwithstanding the
               foregoing, any increase or decrease in volume of securities
               offered (if the total dollar value of securities offered would
               not exceed that which was registered) and any deviation from the
               low or high end of the estimated maximum offering range may be
               reflected in the form of prospectus filed with the SEC pursuant
               to Rule 424(b) if, in the aggregate, the changes in volume and
               price represent no more than 20 percent change in the maximum
               aggregate offering price set forth in the "Calculation of
               Registration Fee" table in the effective registration statement;
               and

         (iii) To include any material information with respect to the plan of
               distribution not previously disclosed in the registration
               statement or any material change to such information in the
               registration statement,

         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the information required to be included in a post-effective
         amendment by those paragraphs is contained in periodic reports filed
         with or furnished to the SEC by the registrant pursuant to Section 13
         or Section 15(d) of the Securities Exchange Act of 1934 that are
         incorporated by reference in the registration statement.

     (2) That, for the purpose of determining any liability under the
         Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time
         shall be deemed to be the initial bona fide offering thereof.



                                      II-9
<PAGE>

     (3)  To remove from registration by means of a post-effective amendment any
          of the securities being registered which remain unsold at the
          termination of the offering.

     (4)  That, for purposes of determining any liability under the Securities
          Act of 1933, each filing of the registrant's annual report pursuant to
          Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934
          that is incorporated by reference in the registration statement shall
          be deemed to be a new registration statement relating to the
          securities offered herein, and the offering of such securities at that
          time shall be deemed to be the initial bona fide offering thereof.

b.      Insofar as indemnification for liabilities arising under the Securities
        Act of 1933 may be permitted to directors, officers and controlling
        persons of the registrant pursuant to the provisions described under
        Item 15 above, or otherwise, the registrant has been advised that in
        the opinion of the SEC such indemnification is against public policy
        as expressed in the Securities Act of 1933 and is, therefore,
        unenforceable. In the event that a claim for indemnification against
        such liabilities (other than the payment by the registrant of expenses
        incurred or paid by a director, officer or controlling person of the
        registrant in the successful defense of any action, suit or
        proceeding) is asserted by such director, officer or controlling
        person in connection with the securities being registered, the
        registrant will, unless in the opinion of its counsel the matter has
        been settled by controlling precedent, submit to a court of
        appropriate jurisdiction the question whether such indemnification by
        it is against public policy as expressed in the Securities Act of 1933
        and will be governed by the final adjudication of such issue.


                                     II-10
<PAGE>


                                POWER OF ATTORNEY

     Each person whose signature appears below hereby authorizes any agent for
service named in this registration statement to execute in the name of each such
person, and to file with the SEC, any and all amendments, including
post-effective amendments, to this registration statement, and appoints any such
agent for service as attorney-in-fact to sign in each such person's behalf
individually and in each capacity stated below and file any such amendments to
this registration statement and the registrant hereby also appoints each such
agent for service as its attorney-in-fact with like authority to sign and file
any such amendments in its name and behalf.

                                   SIGNATURES

     THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Duluth, State of Minnesota on June 27, 2002.

                                                   ALLETE, INC.
                                                   (REGISTRANT)

                                 By         /s/ David G. Gartzke
                                   -------------------------------------------
                                                David G. Gartzke
                                            Chairman, President and
                                            Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.


<TABLE>
<CAPTION>
                SIGNATURE                             TITLE                      DATE
                ---------                             -----                      ----

<S>                                       <C>                                   <C>
           /s/ David G. Gartzke           Chairman, President and Chief         June 27, 2002
-----------------------------------       Executive Officer and Director
               David G. Gartzke           (Principal Executive Officer)

           /s/ James K. Vizanko           Vice President, Chief Financial       June 27, 2002
-----------------------------------       Officer and Treasurer
               James K. Vizanko           (Principal Financial Officer)

           /s/ Mark A. Schober            Vice President and Controller         June 27, 2002
-----------------------------------       (Principal Accounting Officer)
               Mark A. Schober


</TABLE>




                                     II-11
<PAGE>


<TABLE>
<CAPTION>

<S>                                                  <S>                     <C>
           /s/ Kathleen A. Brekken        Director                              June 27, 2002
-----------------------------------
               Kathleen A. Brekken

           /s/ Wynn V. Bussman            Director                              June 27, 2002
-----------------------------------
               Wynn V. Bussman

           /s/ Dennis E. Evans            Director                              June 27, 2002
-----------------------------------
               Dennis E. Evans

           /s/ Glenda E. Hood             Director                              June 27, 2002
-----------------------------------
               Glenda E. Hood

           /s/ Peter J. Johnson           Director                              June 27, 2002
-----------------------------------
               Peter J. Johnson

           /s/ George L. Mayer            Director                              June 27, 2002
-----------------------------------
               George L. Mayer

           /s/ Jack I. Rajala             Director                              June 27, 2002
-----------------------------------
               Jack I. Rajala

           /s/ Nick Smith                 Director                              June 27, 2002
-----------------------------------
               Nick Smith

           /s/ Bruce W. Stender           Director                              June 27, 2002
-----------------------------------
               Bruce W. Stender

           /s/ Donald C. Wegmiller        Director                              June 27, 2002
-----------------------------------
               Donald C. Wegmiller

</TABLE>


                                     II-12
<PAGE>

                                  EXHIBIT INDEX


5(a)         Opinion and Consent of Philip R. Halverson, Esq., Vice President,
             General Counsel and Secretary of ALLETE, Inc.

5(b)         Opinion and Consent of Thelen Reid & Priest LLP.

23(a)        Consent of PricewaterhouseCoopers LLP.

23(b)        Consent of Philip R. Halverson, Esq. (included in opinion,
             attached hereto as Exhibit 5(a)).

23(c)        Consent of Thelen Reid & Priest LLP (included in opinion,
             attached hereto as Exhibit 5(b)).

24           Power of Attorney (included on the signature page of this
             registration statement).
[{"type": "S-8", "sequence": "1", "filename": "d474657.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 49313}]
{"company-data": {"conformed-name": "ALLETE INC", "cik": "0000066756", "assigned-sic": "4931", "irs-number": "410418150", "state-of-incorporation": "MN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-91348", "film-number": "02689313"}, "business-address": {"street1": "30 W SUPERIOR ST", "city": "DULUTH", "state": "MN", "zip": "55802-2093", "phone": "2182795000"}, "mail-address": {"street1": "30 W SUPERIOR STREET", "city": "DULUTH", "state": "MN", "zip": "55802-2093"}, "former-company": [{"former-conformed-name": "ALLETE", "date-changed": "20000901"}, {"former-conformed-name": "MINNESOTA POWER INC", "date-changed": "19980603"}, {"former-conformed-name": "MINNESOTA POWER & LIGHT CO", "date-changed": "19920703"}]}
As filed with the Securities and Exchange Commission on June 27, 2002
                                                 Registration No. 333-__________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                              --------------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                              --------------------
ALLETE, INC.                          MINNESOTA                           41-0418150
    (Exact name of registrant as       (State or other jurisdiction of             (I.R.S. Employer
     specified in its charter)          incorporation or organization)           Identification No.)
30 West Superior Street
                          Duluth, Minnesota 55802-2093
                                 (218) 279-5000
          (Address, including zip code, and telephone number, including
             area code, of registrant's principal executive offices)

                              --------------------
                                     ALLETE
                 EXECUTIVE LONG-TERM INCENTIVE COMPENSATION PLAN
                              (Full Title of Plan)
                              --------------------

         DAVID G. GARTZKE                           PHILIP R. HALVERSON, Esq.
     Chairman, President and                    Vice President, General Counsel
     Chief Executive Officer                               and Secretary
     30 West Superior Street                         30 West Superior Street
   Duluth, Minnesota 55802-2093                  Duluth, Minnesota 55802-2093
          (218) 279-5000                                 (218) 279-5000

         JAMES K. VIZANKO                           ROBERT J. REGER, JR., Esq.
  Vice President, Chief Financial  Officer           Thelen Reid & Priest LLP
           and Treasurer                                40 West 57th Street
      30 West Superior Street                      New York, New York 10019-4097
   Duluth, Minnesota 55802-2093                           (212) 603-2000
          (218) 279-5000
        (Names and addresses, including zip codes, and telephone numbers,
                  including area codes, of agents for service)
                              ---------------------

                         CALCULATION OF REGISTRATION FEE
================================================================================================================
     TITLE OF EACH CLASS OF                           PROPOSED MAXIMUM  PROPOSED MAXIMUM
           SECURITIES                AMOUNT TO BE      OFFERING PRICE       AGGREGATE            AMOUNT OF
        TO BE REGISTERED              REGISTERED         PER UNIT(3)    OFFERING PRICE(3)     REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------
Common Stock, without par value    3,000,000 Shares(1)     $28.17           $84,510,000          $7,775

Preferred Share Purchase Rights    3,000,000 Rights(2)        --                 --                --(4)

================================================================================================================
(1) In addition, pursuant to Rule 416(a) under the Securities Act of 1933, this
    registration statement also covers such indeterminable number of additional
    securities as may become deliverable as a result of stock splits, stock
    dividends or similar transactions, in accordance with the provisions of the
    Plan.

(2) The preferred share purchase rights are attached to and will trade with the
    common stock. The value attributable to the preferred share purchase rights,
    if any, is reflected in the market price of the common stock.

(3) Estimated solely for purposes of calculating the registration fee pursuant
    to Rule 457(h) under the Securities Act of 1933 on the basis of the average
    of the high and low prices of the registrant's common stock on the New York
    Stock Exchange composite tape on June 26, 2002.

(4) Since no separate consideration is paid for the preferred share purchase
    rights, the registration fee for such securities is included in the fee for
    the common stock.

================================================================================
ALLETE
                 EXECUTIVE LONG-TERM INCENTIVE COMPENSATION PLAN

           PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     ALLETE, Inc. ("ALLETE") hereby incorporates herein by reference the
following documents previously filed by ALLETE with the Securities and Exchange
Commission ("SEC").

     (1)  ALLETE's Annual Report on Form 10-K for the year ended December 31,
          2001;

     (2)  ALLETE's Quarterly Report on Form 10-Q for the quarter ended March 31,
          2002; and

     (3)  ALLETE's Current Reports on Form 8-K filed with the SEC on February
          28, 2002 and March 28, 2002.

     All documents subsequently filed by ALLETE pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all the securities then remaining unsold, shall be
deemed to be incorporated herein by reference and to be a part hereof from the
respective dates of filing thereof. Any statement contained in an incorporated
document shall be deemed to be modified or superseded to the extent that a
statement contained herein or in any subsequently filed incorporated document
modifies or supersedes such statement.

ITEM 4.   DESCRIPTION OF SECURITIES.

                           DESCRIPTION OF COMMON STOCK

     General. The following statements describing our common stock are not
intended to be a complete description. They are qualified in their entirety by
reference to our Articles of Incorporation, Rights Plan, as defined below, and
mortgage and deed of trust. See "Description of Common Stock--Preferred Share
Purchase Rights." We also refer you to the laws of the State of Minnesota.

     We have the following capital stock authorized by our Articles of
Incorporation: 130,000,000 shares of common stock, without par value, and
3,616,000 shares of preferred stock. As of the filing of this registration
statement, 84,937,261 shares of common stock were issued and outstanding and no
shares of preferred stock were issued and outstanding.

     Dividend Rights. Our common stock is entitled to dividends only after we
have provided for dividends and any sinking fund requirements on any issued and
outstanding preferred stock.

     Our Articles of Incorporation contain provisions which would restrict net
income available for the payment of cash dividends on outstanding common stock
in the event that shares of ALLETE's preferred stock were outstanding and
certain common stock equity capitalization ratios were not met.

     Voting Rights (Non-Cumulative Voting). Holders of our common stock are
entitled to receive notice of and to vote at any meeting of our shareholders.
Each share of our common stock, as well as each share of any of our issued and
outstanding preferred stock, is entitled to one vote. Since the holders of these
shares do not have cumulative voting rights, the holders of more than 50 percent
of the shares voting can elect all our directors. If that happens, the holders
of the remaining shares voting (less than 50 percent) cannot elect any
directors. In addition, whenever dividends on any of our preferred stock are in
default in the amount of four quarterly payments, and until all the dividends in
default are paid, the holders of our preferred stock are entitled, as one class,
to elect a majority of the directors. Our common stock, as one class, would then
elect the minority.

                                      II-1
Our Articles of Incorporation include detailed procedures and other
provisions relating to these rights and their termination, including:

     o    quorums;

     o    terms of directors elected;

     o    vacancies;

     o    class voting;

     o    meetings; and

     o    adjournments.

    Our Articles of Incorporation contain provisions that make it difficult to
obtain control of ALLETE through transactions not having the approval of our
Board of Directors. These provisions include:

     o    a provision requiring the affirmative vote of 75 percent of the
          outstanding shares of all classes of our capital stock, present and
          entitled to vote, in order to authorize certain mergers or
          consolidations, or sales or leases of a significant amount of assets,
          of ALLETE, and other significant transactions that may have an effect
          on the control of ALLETE. Any of those transactions are required to
          meet certain "fair price" and procedural requirements. Neither a 75
          percent shareholder vote nor a "fair price" is required for any of
          those transactions that have been approved by a majority of the
          "Disinterested Directors," as that term is defined in our Articles of
          Incorporation;

     o    a provision permitting a majority of the Disinterested Directors to
          determine whether the above requirements have been satisfied; and

     o    a provision providing that some parts of our Articles of Incorporation
          cannot be altered unless approved by 75 percent of the outstanding
          shares of all classes of our capital stock, present and entitled to
          vote, unless the alteration is recommended to the shareholders by a
          majority of the Disinterested Directors. The parts of our Articles of
          Incorporation that cannot be altered except as stated above include
          parts relating to:

          -    mergers or consolidations, or sales or leases of a significant
               amount of assets, of ALLETE, and other significant transactions
               that may have an effect on the control of ALLETE; and

          -    the number, election, terms of office and removal of directors of
               ALLETE and the way in which vacancies on the Board of Directors
               are filled.

     Liquidation Rights. After we have satisfied creditors and the preferential
liquidation rights of any of our outstanding preferred stock, the holders of our
common stock are entitled to share ratably in the distribution of all remaining
assets.

     Miscellaneous. Holders of our common stock have no preemptive or conversion
rights. Our common stock is listed on the New York Stock Exchange. The transfer
agents and registrars for our common stock are Wells Fargo Bank Minnesota, N.A.
and ALLETE.

     Description of Preferred Share Purchase Rights. The following statements
describing our preferred share purchase rights (each a "Right") are not intended
to be a complete description. They are qualified in their entirety by reference
to the Rights Agreement, dated as of July 24, 1996 ("Rights Plan"), between
ALLETE and ALLETE's Corporate Secretary, as Rights Agent. We also refer you to
the laws of the State of Minnesota.

     In July 1996 our Board of Directors declared a dividend distribution of one
Right for each outstanding share of our common stock to shareholders of record
at the close of business on July 24, 1996 ("Record Date"). Our Board of

                                      II-2
Directors also authorized the issuance of one Right for each share of our common
stock that becomes outstanding between the Record Date and July 23, 2006, or an
earlier date on which the Rights are redeemed. Except as described below, each
Right, when exercisable, entitles the registered holder to purchase from us one
two-hundredth of a share of Junior Serial Preferred Stock A, without par value
("Serial Preferred"), at a price of $45.00 per one two-hundredth of a share (the
"Purchase Price"). The Purchase Price is subject to adjustment.

     Initially no separate Right Certificates were distributed. Until the
Distribution Date, our common stock certificates together with a copy of the
Summary of Rights Plan are proof of the Rights. The "Distribution Date" is the
earlier to occur of:

     o    10 days following a public announcement that a person or group of
          affiliated or associated persons (an "Acquiring Person") has acquired,
          or obtained the right to acquire, beneficial ownership of 15 percent
          or more of the outstanding shares of our common stock (the "Stock
          Acquisition Date"); or

     o    15 business days following the commencement of (or a public
          announcement of an intention to make) a tender or exchange offer where
          a person or group would become the beneficial owner of 15 percent or
          more of our outstanding shares of common stock. At any time before a
          person becomes an Acquiring Person, our Board of Directors may extend
          the 15-business day time period.

     Until the Distribution Date (or the earlier redemption, expiration or
termination of the Rights), the Rights will be transferred only with our common
stock. The transfer of any certificates for our common stock, with or without a
copy of the Summary of Rights Plan, will also constitute the transfer of the
Rights associated with those common stock certificates. As soon as practicable
following the Distribution Date, we will mail separate certificates for the
Rights to holders of record of our common stock as of the close of business on
the Distribution Date. After the Distribution Date, separate certificates for
the Rights will be given as proof of the Rights.

     Each whole share of our Serial Preferred will have a minimum preferential
quarterly dividend rate equal to the greater of $51 per share or, subject to
anti-dilution adjustment, 200 times the dividend declared on our common stock.
If ALLETE liquidates, no distribution will be made to the holders of our common
stock until the holders of our Serial Preferred have received a liquidation
preference of $100 per share, plus accrued and unpaid dividends. Holders of our
Serial Preferred will be entitled to receive notice of and to vote at any
meeting of our shareholders. Each whole share of our Serial Preferred is
entitled to one vote. These shares do not have cumulative voting rights.

     Whenever dividends on any of our preferred stock are in default in the
amount of four quarterly payments, and until all the dividends in default are
paid, the holders of our Serial Preferred and other preferred stock will be
entitled, together as one class, to elect a majority of directors. Our common
stock would then elect the minority. If, in any merger or other transaction,
shares of our common stock are exchanged for or converted into other securities
and/or property, each whole share of our Serial Preferred will be entitled to
receive, subject to anti-dilution adjustment, 200 times the amount for or into
which each share of our common stock is exchanged or converted. We cannot redeem
the shares of Serial Preferred.

     The Rights are not exercisable until the Distribution Date and will expire
at the earliest of:

     o    July 23, 2006 ("Final Expiration Date");

     o    the redemption of the Rights by ALLETE as described below; or

     o    the exchange of all Rights for our common stock as described below.

     If any person (other than ALLETE, its affiliates or any person receiving
newly-issued shares of common stock directly from ALLETE) becomes the beneficial
owner of 15 percent or more of the then outstanding shares of common stock, each
holder of a Right will have a right to receive, upon exercise at the then
current exercise price of the Right, common stock (or, in the discretion of the
Board of Directors, cash, property or other securities of ALLETE) with a value
equal to two times the exercise price of the Right. The Rights Plan contains an
exemption for common stock we issue directly to any person. This exemption
applies even if the person would become the beneficial owner of 15 percent or

                                      II-3
more of our common stock, provided that the person does not acquire any
additional shares of our common stock. Examples of situations where we might
issue common stock directly include private placements or acquisitions we make
using our common stock as consideration.

     If following the Stock Acquisition Date we are acquired in a merger or
other business combination transaction, or 50 percent or more of our assets or
earning power are sold, we will make proper provision so that each holder of a
Right will, after the transaction, have the right to receive, upon exercise at
the then current exercise price of the Right, common stock of the acquiring or
surviving company with a value equal to two times the exercise price of the
Right.

     If the events described in the preceding two paragraphs happen (the
"Triggering Events"), any Rights that an Acquiring Person beneficially owns or
transferred to certain persons, will immediately become null and void.

     The Purchase Price payable and the number of shares of our Serial Preferred
or other securities or property issuable if the Rights are exercised, are
subject to adjustment. An adjustment would be made to prevent dilution, if there
was a stock dividend on, or a subdivision, split, combination, consolidation or
reclassification of, our Serial Preferred or our common stock, or a reverse
split of our outstanding shares of Serial Preferred or common stock.

     Our Board of Directors may exchange the Rights at an exchange ratio of one
share of common stock per Right at any time that is:

     o    after the acquisition by a person or group of affiliated or associated
          persons of beneficial ownership of 15 percent or more of the
          outstanding common stock; and

     o    before the acquisition by that person or group of 50 percent or more
          of the outstanding common stock.

This exchange ratio is subject to adjustment and does not include Rights that
have become null and void.

     With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least one
percent in the Purchase Price. We will not be required to issue fractional
shares of Serial Preferred or common stock (other than fractions in multiples of
one one-hundredths of a share of Serial Preferred). Instead, we may make an
adjustment in cash based on the market price of the Serial Preferred or common
stock on the last trading date before the date of exercise.

     Our Board of Directors may redeem the Rights in whole, but not in part, at
a price of $.005 per Right ("Redemption Price") anytime before a person becomes
an Acquiring Person. At our option, we may pay the Redemption Price in cash,
shares of our common stock or other consideration that our Board of Directors
deems appropriate. If we redeem the Rights, the Rights will terminate and the
only right of the holders of Rights will be to receive the Redemption Price.

     If the Rights are exercised, issuance of our Serial Preferred or our common
stock will be subject to any necessary regulatory approvals. Until a Right is
exercised, the holder of the Right will have no rights as a shareholder of
ALLETE, including, without limitation, the right to vote or to receive
dividends. One million shares of our Serial Preferred were reserved for issuance
if the Rights are exercised.

     We may amend the provisions of the Rights Plan. However, any amendment
adopted after the time that a person becomes an Acquiring Person may not
adversely affect the interests of holders of Rights.

     The Rights have anti-takeover effects. The Rights will cause substantial
dilution to a person or group that attempts to acquire ALLETE without
conditioning the offer on the redemption of the Rights or on the acquisition of
a substantial number of Rights. The Rights beneficially owned by that person or
group may become null and void. The Rights should not interfere with any merger
or other business combination approved by our Board of Directors. This is
because, at any time before a person becomes an Acquiring Person, our Board of
Directors may redeem all of the outstanding Rights at the Redemption Price.

                                      II-4
ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The consolidated financial statements incorporated in this registration
statement by reference to ALLETE's Annual Report on Form 10-K for the year ended
December 31, 2001 have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.

     The statements as to matters of law and legal conclusions under
"Description of Common Stock" in this registration statement and in the
documents incorporated in this registration statement by reference, have been
reviewed by Philip R. Halverson, Esq., Duluth, Minnesota, Vice President,
General Counsel and Secretary of ALLETE and are set forth or incorporated by
reference herein in reliance upon his opinion given upon his authority as an
expert.

     As of June 1, 2002, Mr. Halverson owned 26,815 shares of common stock of
ALLETE. Mr. Halverson is acquiring additional shares of ALLETE common stock at
regular intervals as a participant in the Employee Stock Ownership Plan and
Supplemental Retirement Plan. Under the Executive Long-Term Incentive
Compensation Plan, Mr. Halverson has:

     o    been granted options to purchase 51,890 shares of ALLETE common stock,
          of which 41,905 options are fully vested, the remainder of which shall
          vest over the next two years, and all of which will expire ten years
          from the date of grant;

     o    earned approximately 4,162 performance shares that have not yet been
          paid out under the terms of this plan; and

     o    an award opportunity for up to 6,854 additional performance shares
          contingent upon the attainment of certain performance goals of ALLETE
          for the period January 1, 2002 through December 31, 2003.

     The legality of these shares of common stock offered hereby will be passed
upon for ALLETE by Mr. Halverson and by Thelen Reid & Priest LLP, New York, New
York, counsel for ALLETE. Thelen Reid & Priest LLP may rely as to all matters of
Minnesota law upon the opinion of Mr. Halverson.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 302A.521 of the Minnesota Business Corporation Act generally
provides for the indemnification of directors, officers or employees of a
corporation made or threatened to be made a party to a proceeding by reason of
the former or present official capacity of the person against judgments,
penalties and fines and reasonable expenses (including attorneys' fees and
disbursements) incurred by the person in connection with the proceeding and
where such person, among other things, has not been indemnified by another
organization, acted in good faith, received no improper personal benefit and
with respect to any criminal proceeding, had no reasonable cause to believe his
conduct was unlawful.

     Article IX of the Articles of Incorporation of ALLETE contains the
following provision:

        "No director of this Corporation shall be personally liable to this
        Corporation or its stockholders for monetary damages for breach of
        fiduciary duty by that director as a director; provided, however, that
        this Article IX shall not eliminate or limit the liability of a
        director: (a) for any breach of the director's duty of loyalty to this
        Corporation or its stockholders; (b) for acts or omissions not in good
        faith or that involve intentional misconduct or a knowing violation of
        the law; (c) under Minnesota Statutes Section 302A.559 or 80A.23; (d)
        for any transaction from which the director derived an improper personal
        benefit; or (e) for any act or omission occurring prior to the date when
        this Article IX becomes effective. If, after the stockholders approve
        this provision, the Minnesota Business Corporation Act, Minnesota
        Statutes Chapter 302A, is amended to authorize corporate action further
        eliminating or limiting the personal liability of directors, then the
        liability of a director of this Corporation shall be deemed eliminated
        or limited to the fullest extent permitted by the Minnesota Business
        Corporation Act, as so amended. No amendment to or repeal of this

                                      II-5
Article IX shall apply to or have any affect on the liability or alleged
        liability of any director of this Corporation for or with respect to any
        acts or omissions of such director occurring prior to that amendment or
        repeal."

     Section 13 of the Bylaws of ALLETE contains the following provisions
relative to indemnification of directors and officers:

        "The Corporation shall reimburse or indemnify each present and future
        Director and officer of the Corporation (and his or her heirs, executors
        and administrators) for or against all expenses reasonably incurred by
        such Director or officer in connection with or arising out of any
        action, suit or proceeding in which such Director or officer may be
        involved by reason of being or having been a Director or officer of the
        Corporation. Such indemnification for reasonable expenses is to be to
        the fullest extent permitted by the Minnesota Business Corporation Act,
        Minnesota Statutes Chapter 302A. By affirmative vote of the Board of
        Directors or with written approval of the Chairman and Chief Executive
        Officer, such indemnification may be extended to include agents and
        employees who are not Directors or officers of the Corporation, but who
        would otherwise be indemnified for acts and omissions under Chapter 302A
        of the Minnesota Business Corporation Act, if such agent or employee
        were an officer of the Corporation."

        "Reasonable expenses may include reimbursement of attorneys' fees and
        disbursements, including those incurred by a person in connection with
        an appearance as a witness."

        "Upon written request to the Corporation and approval by the Chairman
        and Chief Executive Officer, an agent or employee for whom
        indemnification has been extended, or an officer or Director may receive
        an advance for reasonable expenses if such agent, employee, officer or
        Director is made or threatened to be made a party to a proceeding
        involving a matter for which indemnification is believed to be available
        under Minnesota Statutes Chapter 302A."

        "The foregoing rights shall not be exclusive of other rights to which
        any Director or officer may otherwise be entitled and shall be available
        whether or not the Director or officer continues to be a Director or
        officer at the time of incurring such expenses and liabilities."

     ALLETE has insurance covering its expenditures which might arise in
connection with the lawful indemnification of its directors and officers for
their liabilities and expenses, and insuring officers and directors of ALLETE
against certain other liabilities and expenses.

ITEM 8.   EXHIBITS.

Exhibit
Number      Description of Exhibit
------      ----------------------

*4(a)1  -   Articles of Incorporation, amended and restated as of May 8, 2001
            (filed as Exhibit 3(b) to the March 31, 2001 Form 10-Q, File No.
            1-3548).

*4(a)2  -   Amendment to Certificate of Assumed Name, filed with the Minnesota
            Secretary of State on May 8, 2001 (filed as Exhibit 3(a) to the
            March 31, 2001 Form 10-Q, File No. 1-3548).

*4(b)   -   Bylaws, as amended effective May 8, 2001 (filed as Exhibit 3(c) to
            the March 31, 2001 Form 10-Q, File No. 1-3548).

*4(c)1  -   Mortgage and Deed of Trust, dated as of September 1, 1945, between
            Minnesota Power & Light Company (now ALLETE, Inc.) and The Bank
            of New York (formerly Irving Trust Company) and Douglas J.
            MacInnes (successor to Richard H. West), Trustees (filed as
            Exhibit 7(c), File No. 2-5865).

                                      II-6
*4(c)2  -   Supplemental Indentures to ALLETE, Inc.'s Mortgage and Deed of
            Trust:
Number             Dated as of           Reference File           Exhibit
              ------             -----------           --------------           -------
First              March 1, 1949         2-7826                    7(b)
              Second             July 1, 1951          2-9036                    7(c)
              Third              March 1, 1957         2-13075                   2(c)
              Fourth             January 1, 1968       2-27794                   2(c)
              Fifth              April 1, 1971         2-39537                   2(c)
              Sixth              August 1, 1975        2-54116                   2(c)
              Seventh            September 1, 1976     2-57014                   2(c)
              Eighth             September 1, 1977     2-59690                   2(c)
              Ninth              April 1, 1978         2-60866                   2(c)
              Tenth              August 1, 1978        2-62852                   2(d)2
              Eleventh           December 1, 1982      2-56649                   4(a)3
              Twelfth            April 1, 1987         33-30224                  4(a)3
              Thirteenth         March 1, 1992         33-47438                  4(b)
              Fourteenth         June 1, 1992          33-55240                  4(b)
              Fifteenth          July 1, 1992          33-55240                  4(c)
              Sixteenth          July 1, 1992          33-55240                  4(d)
              Seventeenth        February 1, 1993      33-50143                  4(b)
              Eighteenth         July 1, 1993          33-50143                  4(c)
              Nineteenth         February 1, 1997      1-3548 (1996 Form 10-K)   4(a)3
              Twentieth          November 1, 1997      1-3548 (1997 Form 10-K)   4(a)3
              Twenty-first       October 1, 2000       333-54330                 4(c)3
*4(d)1  -   Indenture (for Unsecured Debt Securities), dated as of February 1,
            2001, between ALLETE, Inc. and LaSalle Bank National Association,
            as Trustee (filed as Exhibit 4(d)1, File Nos. 333-57104,
            333-57104-01 and 333-57104-02).

*4(d)2  -   Officer's Certificate, dated February 21, 2001, establishing the
            terms of the 7.80% Senior Notes due February 15, 2008, of ALLETE,
            Inc. (filed as Exhibit 4(d)2, File Nos. 333-57104, 333-57104-01
            and 333-57104-02).

*4(e)1  -   Mortgage and Deed of Trust, dated as of March 1, 1943, between
            Superior Water, Light and Power Company and Chemical Bank & Trust
            Company and Howard B. Smith, as Trustees, both succeeded by U.S.
            Bank Trust N.A., as Trustee (filed as Exhibit 7(c), File No.
            2-8668).

*4(e)2  -   Supplemental Indentures to Superior Water, Light and Power Company's
            Mortgage and Deed of Trust:
Number             Dated as of           Reference File           Exhibit
              ------             -----------           --------------           -------
First              March 1, 1951         2-59690                   2(d)(1)
              Second             March 1, 1962         2-27794                   2(d)1
              Third              July 1, 1976          2-57478                   2(e)1
              Fourth             March 1, 1985         2-78641                   4(b)
              Fifth              December 1, 1992      1-3548 (1992 Form 10-K)   4(b)1
              Sixth              March 24, 1994        1-3548 (1996 Form 10-K)   4(b)1
              Seventh            November 1, 1994      1-3548 (1996 Form 10-K)   4(b)2
              Eighth             January 1, 1997       1-3548 (1996 Form 10-K)   4(b)3
*4(f)1  -   Indenture, dated as of March 1, 1993, between Southern States
            Utilities, Inc. (now Florida Water Services Corporation) and
            Nationsbank of Georgia, National Association (now SunTrust Bank,
            Central Florida, N.A.), as Trustee (filed as Exhibit 4(d) to the
            1992 Form 10-K, File No. 1-3548).

                                      II-7
*4(f)2  -   Supplemental Indentures to Florida Water Services Corporation's
            Indenture:
Number         Dated as of        Reference File           Exhibit
              ------         -----------        --------------           -------
First          March 1, 1993      1-3548 (1996 Form 10-K)  4(c)1
              Second         March 31, 1997     1-3548 (March 31, 1997   4
                                                  Form 10-Q)
              Third          May 28, 1997       1-3548 (June 30, 1997    4
                                                  Form 10-Q)
*4(g)   -   Amended and Restated Trust Agreement, dated as of March 1, 1996,
            relating to MP&L Capital I's (now ALLETE Capital I) 8.05%
            Cumulative Quarterly Income Preferred Securities, between
            Minnesota Power & Light Company (now ALLETE, Inc.), as Depositor,
            and The Bank of New York, The Bank of New York (Delaware), Philip
            R. Halverson, David G. Gartzke and James K. Vizanko, as Trustees
            (filed as Exhibit 4(a) to the March 31, 1996 Form 10-Q, File No.
            1-3548), as modified by Amendment No. 1, dated April 11, 1996
            (filed as Exhibit 4(b) to the March 31, 1996 Form 10-Q, File No.
            1-3548) and First Amendment [2000], dated August 23, 2000 (filed
            as Exhibit 4(f)2, File No. 333-54330).

*4(h)   -   Indenture, dated as of March 1, 1996, relating to ALLETE's 8.05%
            Junior Subordinated Debentures, Series A, Due 2015, between
            Minnesota Power & Light Company (now ALLETE, Inc.) and The Bank
            of New York, as Trustee (filed as Exhibit 4(c) to the March 31,
            1996 Form 10-Q, File No. 1-3548).

*4(i)   -   Officer's Certificate, dated March 20, 1996, establishing the terms
            of the 8.05% Junior Subordinated Debentures, Series A, Due 2015
            issued in connection with the 8.05% Cumulative Quarterly Income
            Preferred Securities of MP&L Capital I (now ALLETE Capital I) (filed
            as Exhibit 4(i) to the 1996 Form 10-K, File No. 1-3548).

*4(j)   -   Guarantee Agreement, dated as of March 1, 1996, relating to MP&L
            Capital I's (now ALLETE Capital I) 8.05% Cumulative Quarterly Income
            Preferred Securities, between Minnesota Power & Light Company (now
            ALLETE, Inc.), as Guarantor, and The Bank of New York, as Trustee
            (filed as Exhibit 4(d) to the March 31, 1996 Form 10-Q, File No.
            1-3548).

*4(k)   -   Agreement as to Expenses and Liabilities, dated as of March 20,
            1996, relating to MP&L Capital I's (now ALLETE Capital I) 8.05%
            Cumulative Quarterly Income Preferred Securities, between Minnesota
            Power & Light Company (now ALLETE, Inc.) and MP&L Capital I (now
            ALLETE Capital I) (filed as Exhibit 4(e) to the March 31, 1996 Form
            10-Q, File No. 1-3548).

*4(l)   -   Rights Agreement dated as of July 24, 1996, between Minnesota Power
            & Light Company (now ALLETE, Inc.) and the Corporate Secretary of
            Minnesota Power & Light Company (now ALLETE, Inc.), as Rights
            Agent (filed as Exhibit 4 to the August 2, 1996 Form 8-K, File
            No. 1-3548).

*4(m)   -   Indenture (for Unsecured Debt Securities), dated as of May 15,
            1996, between ADESA Corporation and The Bank of New York, as Trustee
            relating to the ADESA Corporation's 7.70% Senior Notes, Series A,
            Due 2006, and its 8.10% Senior Notes, Series B, Due 2010 (filed as
            Exhibit 4(k) to the 1996 Form 10-K, File No. 1-3548).

*4(n)   -   ADESA Corporation Officer's Certificate 1-D-1, dated May 30, 1996,
            relating to the ADESA Corporation's 7.70% Senior Notes, Series A,
            Due 2006 (filed as Exhibit 4(m) to the 1996 Form 10-K, File
            No. 1-3548).

*4(o)   -   ADESA Corporation Officer's Certificate 2-D-2, dated as of March
            30, 2000, relating to ADESA Corporation's 8.10% Senior Notes, Series
            B, Due 2010 (filed as Exhibit 4(b) to the March 31, 2000 Form 10-Q,
            File No. 1-3548).

                                      II-8
*4(p)   -   Guarantee of Minnesota Power & Light Company (now ALLETE, Inc.),
            dated as of May 30, 1996, relating to the ADESA Corporation's
            7.70% Senior Notes, Series A, Due 2006 (filed as Exhibit 4(l) to
            the 1996 Form 10-K, File No. 1-3548).

*4(q)   -   Guarantee of Minnesota Power, Inc. (now ALLETE, Inc.), dated as of
            March 30, 2000, relating to ADESA Corporation's 8.10% Senior
            Notes, Series B, Due 2010 (filed as Exhibit 4(a) to the March 31,
            2000 Form 10-Q, File No. 1-3548).

5(a)    -   Opinion and Consent of Philip R. Halverson, Esq., Vice President,
            General Counsel and Secretary of ALLETE, Inc.

5(b)    -   Opinion and Consent of Thelen Reid & Priest LLP.

23(a)   -   Consent of PricewaterhouseCoopers LLP.

23(b)   -   Consent of Philip R. Halverson, Esq. (included in opinion, attached
            hereto as Exhibit 5(a)).

23(c)   -   Consent of Thelen Reid & Priest LLP (included in opinion, attached
            hereto as Exhibit 5(b)).

24      -   Power of Attorney (included on the signature page of this
            registration statement).

* Incorporated herein by reference as indicated.

ITEM 9.     UNDERTAKINGS.

a.      The undersigned registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are being made, a
          post-effective amendment to this registration statement

          (i)  To include any prospectus required by Section 10(a)(3) of the
               Securities Act of 1933;

          (ii) To reflect in the prospectus any facts or events arising after
               the effective date of the registration statement (or the most
               recent post-effective amendment thereof) which, individually or
               in the aggregate, represent a fundamental change in the informa-
               tion set forth in the registration statement. Notwithstanding the
               foregoing, any increase or decrease in volume of securities
               offered (if the total dollar value of securities offered would
               not exceed that which was registered) and any deviation from the
               low or high end of the estimated maximum offering range may be
               reflected in the form of prospectus filed with the SEC pursuant
               to Rule 424(b) if, in the aggregate, the changes in volume and
               price represent no more than 20 percent change in the maximum
               aggregate offering price set forth in the "Calculation of
               Registration Fee" table in the effective registration statement;
               and

         (iii) To include any material information with respect to the plan of
               distribution not previously disclosed in the registration
               statement or any material change to such information in the
               registration statement,

         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the information required to be included in a post-effective
         amendment by those paragraphs is contained in periodic reports filed
         with or furnished to the SEC by the registrant pursuant to Section 13
         or Section 15(d) of the Securities Exchange Act of 1934 that are
         incorporated by reference in the registration statement.

     (2) That, for the purpose of determining any liability under the
         Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time
         shall be deemed to be the initial bona fide offering thereof.

                                      II-9
(3)  To remove from registration by means of a post-effective amendment any
          of the securities being registered which remain unsold at the
          termination of the offering.

     (4)  That, for purposes of determining any liability under the Securities
          Act of 1933, each filing of the registrant's annual report pursuant to
          Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934
          that is incorporated by reference in the registration statement shall
          be deemed to be a new registration statement relating to the
          securities offered herein, and the offering of such securities at that
          time shall be deemed to be the initial bona fide offering thereof.

b.      Insofar as indemnification for liabilities arising under the Securities
        Act of 1933 may be permitted to directors, officers and controlling
        persons of the registrant pursuant to the provisions described under
        Item 15 above, or otherwise, the registrant has been advised that in
        the opinion of the SEC such indemnification is against public policy
        as expressed in the Securities Act of 1933 and is, therefore,
        unenforceable. In the event that a claim for indemnification against
        such liabilities (other than the payment by the registrant of expenses
        incurred or paid by a director, officer or controlling person of the
        registrant in the successful defense of any action, suit or
        proceeding) is asserted by such director, officer or controlling
        person in connection with the securities being registered, the
        registrant will, unless in the opinion of its counsel the matter has
        been settled by controlling precedent, submit to a court of
        appropriate jurisdiction the question whether such indemnification by
        it is against public policy as expressed in the Securities Act of 1933
        and will be governed by the final adjudication of such issue.

                                     II-10
POWER OF ATTORNEY

     Each person whose signature appears below hereby authorizes any agent for
service named in this registration statement to execute in the name of each such
person, and to file with the SEC, any and all amendments, including
post-effective amendments, to this registration statement, and appoints any such
agent for service as attorney-in-fact to sign in each such person's behalf
individually and in each capacity stated below and file any such amendments to
this registration statement and the registrant hereby also appoints each such
agent for service as its attorney-in-fact with like authority to sign and file
any such amendments in its name and behalf.

                                   SIGNATURES

     THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Duluth, State of Minnesota on June 27, 2002.

                                                   ALLETE, INC.
                                                   (REGISTRANT)

                                 By         /s/ David G. Gartzke
                                   -------------------------------------------
                                                David G. Gartzke
                                            Chairman, President and
                                            Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE                             TITLE                      DATE
                ---------                             -----                      ----
/s/ David G. Gartzke           Chairman, President and Chief         June 27, 2002
-----------------------------------       Executive Officer and Director
               David G. Gartzke           (Principal Executive Officer)

           /s/ James K. Vizanko           Vice President, Chief Financial       June 27, 2002
-----------------------------------       Officer and Treasurer
               James K. Vizanko           (Principal Financial Officer)

           /s/ Mark A. Schober            Vice President and Controller         June 27, 2002
-----------------------------------       (Principal Accounting Officer)
               Mark A. Schober
II-11
/s/ Kathleen A. Brekken        Director                              June 27, 2002
-----------------------------------
               Kathleen A. Brekken

           /s/ Wynn V. Bussman            Director                              June 27, 2002
-----------------------------------
               Wynn V. Bussman

           /s/ Dennis E. Evans            Director                              June 27, 2002
-----------------------------------
               Dennis E. Evans

           /s/ Glenda E. Hood             Director                              June 27, 2002
-----------------------------------
               Glenda E. Hood

           /s/ Peter J. Johnson           Director                              June 27, 2002
-----------------------------------
               Peter J. Johnson

           /s/ George L. Mayer            Director                              June 27, 2002
-----------------------------------
               George L. Mayer

           /s/ Jack I. Rajala             Director                              June 27, 2002
-----------------------------------
               Jack I. Rajala

           /s/ Nick Smith                 Director                              June 27, 2002
-----------------------------------
               Nick Smith

           /s/ Bruce W. Stender           Director                              June 27, 2002
-----------------------------------
               Bruce W. Stender

           /s/ Donald C. Wegmiller        Director                              June 27, 2002
-----------------------------------
               Donald C. Wegmiller
II-12
EXHIBIT INDEX

5(a)         Opinion and Consent of Philip R. Halverson, Esq., Vice President,
             General Counsel and Secretary of ALLETE, Inc.

5(b)         Opinion and Consent of Thelen Reid & Priest LLP.

23(a)        Consent of PricewaterhouseCoopers LLP.

23(b)        Consent of Philip R. Halverson, Esq. (included in opinion,
             attached hereto as Exhibit 5(a)).

23(c)        Consent of Thelen Reid & Priest LLP (included in opinion,
             attached hereto as Exhibit 5(b)).

24           Power of Attorney (included on the signature page of this
             registration statement).