ALLETE INC — Director's Dealing 2004

Nov 15, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ALLETE INC (ALE)
CIK: 0000066756
Period of Report: 2004-11-11

Reporting Person: MAYER GEORGE L (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-11-11	Common Stock	M	1293	$18.85	Acquired	10187.36	Direct
2004-11-11	Common Stock	M	1293	$25.45	Acquired	11480.36	Direct
2004-11-11	Common Stock	M	2083	$15.88	Acquired	13563.36	Direct
2004-11-11	Common Stock	M	1250	$25.08	Acquired	14813.36	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-11-11	Employee Stock Option (right to buy)	$18.85	M	1293	Disposed	2010-01-03	Common Stock (1293)	Direct
2004-11-11	Employee Stock Option (right to buy)	$25.45	M	1250	Disposed	2009-01-04	Common Stock (1250)	Direct
2004-11-11	Employee Stock Opton (right to buy)	$25.45	M	43	Disposed	2009-01-04	Common Stock (43)	Direct
2004-11-11	Employee Stock Option (right to buy)	$25.08	M	1250	Disposed	2008-01-02	Common Stock (1250)	Direct
2004-11-11	Employee Stock Option (right to buy)	$25.08	M	833	Disposed	2008-01-02	Common Stock (833)	Direct
2004-11-11	Employee Stock Option (right to buy)	$15.88	M	1250	Disposed	2007-01-02	Common Stock (1250)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	166	Indirect
Common Stock	100	Indirect
Common Stock	83	Indirect
Common Stock	133	Indirect

Footnotes

F1: Total shown reflects one-for-three reverse stock split on September 20, 2004.

F2: Includes shares acquired in exempt transactions under the dividend reinvestment feature of ALLETE's stock purchase and dividend reinvestment plan and based on plan information as of November 1, 2004.

F3: By reporting person's spouse as conservator for family member in the same household as reporting person.

F4: This option was previously reported as covering 1,500 shares at an exercise price of $16.25 per share, but was adjusted to reflect the reverse stock split and the spin off of ALLETE's subsidiary, ADESA, Inc., on September 20, 2004.

F5: 50% vested January 3, 2001 and 50% vested January 3, 2002

F6: This option was previously reported as covering 1,450 shares at an exercise price of $21.94 per share, but was adjusted to reflect the reverse stock split and the spin off of ALLETE's subsidiary, ADESA, Inc., on September 20, 2004.

F7: 50% vested January 4, 2000 and 50% vested January 4, 2001.

F8: This option was previously reported as covering 50 shares at an exercise price of $21.94 per share, but was adjusted to reflect the reverse stock split and the spin off of ALLETE's subsidiary, ADESA, Inc., on September 20, 2004.

F9: This option was previously reported as covering 1,450 shares at an exercise price of $21.63 per share, but was adjusted to reflect the reverse stock split and the spin off of ALLETE's subsidiary, ADESA, Inc., on September 20, 2004.

F10: 50% vested January 2, 1999 and 50% vested January 2, 2000.

F11: This option was previously reported as covering 966 shares at an exercise price of $13.69 per share, but was adjusted to reflect the reverse stock split and the spin off of ALLETE's subsidiary, ADESA, Inc., on September 20, 2004.

F12: This option was previously reported as covering 1,450 shares at an exercise price of $13.69 per share, but was adjusted to reflect the reverse stock split and the spin off of ALLETE's subsidiary, ADESA, Inc., on September 20, 2004.

F13: 50% vested January 2, 1998 and 50% vested January 2, 1999.