ALLETE has entered an agreement to be acquired by a partnership led by Canada Pension Plan Investment Board and Global Infrastructure Partners and start the process to become a private company. Learn more at www.ALLETEforward.com.

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549






                                    FORM 8-K
                                 CURRENT REPORT






     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934






     DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) - JULY 19, 2002







                                  ALLETE, INC.


                             A Minnesota Corporation
                           Commission File No. 1-3548
                   IRS Employer Identification No. 41-0418150
                             30 West Superior Street
                          Duluth, Minnesota 55802-2093
                           Telephone - (218) 279-5000







ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

The following exhibit of ALLETE,  Inc. is filed herewith in accordance with Item
601 of Regulation S-K:

 Exhibit
 Number
 -------

   99     -     ALLETE News Release dated July 19, 2002.







                      ALLETE Form 8-K dated July 19, 2002                      1



                              SAFE HARBOR STATEMENT
           UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

In  connection  with  the  safe  harbor  provisions  of the  Private  Securities
Litigation  Reform Act of 1995,  ALLETE is hereby filing  cautionary  statements
identifying important factors that could cause ALLETE's actual results to differ
materially from those projected in  forward-looking  statements (as such term is
defined in the Private  Securities  Litigation Reform Act of 1995) made by or on
behalf of ALLETE in this Form 8-K, in presentations, in response to questions or
otherwise.   Any  statements  that  express,   or  involve  discussions  as  to,
expectations,  beliefs,  plans,  objectives,  assumptions  or  future  events or
performance (often, but not always,  through the use of words or phrases such as
"anticipates,"   "believes,"   "estimates,"   "expects,"   "intends,"   "plans,"
"projects,"  "will likely result," "will continue" or similar  expressions)  are
not statements of historical facts and may be forward-looking.

Forward-looking   statements   involve   estimates,   assumptions,   risks   and
uncertainties  and are  qualified  in their  entirety by  reference  to, and are
accompanied by, the following important factors, which are difficult to predict,
contain  uncertainties,  are beyond the  control of ALLETE and may cause  actual
results or outcomes to differ materially from those contained in forward-looking
statements:

 -  war and acts of terrorism;
 -  prevailing governmental  policies and regulatory actions, including those of
    the  United  States  Congress,   state  legislatures,   the  Federal  Energy
    Regulatory  Commission,  the  Minnesota  Public  Utilities  Commission,  the
    Florida Public Service Commission,  the North Carolina Utilities Commission,
    the Public Service  Commission of Wisconsin and various  county  regulators,
    about  allowed  rates of return,  financings,  industry and rate  structure,
    acquisition   and  disposal  of  assets  and   facilities,   operation   and
    construction  of plant  facilities,  recovery of purchased power and capital
    investments,  and present or  prospective  wholesale and retail  competition
    (including  but not  limited  to  transmission  costs)  as  well as  general
    vehicle-related laws, including vehicle brokerage and auction laws;
 -  unanticipated impacts of restructuring initiatives in the electric industry;
 -  economic and geographic factors, including political and economic risks;
 -  changes in and compliance with environmental and safety laws and policies;
 -  weather conditions;
 -  population growth rates and demographic patterns;
 -  the  effects  of  competition, including  the  competition  for  retail  and
    wholesale customers, as well as suppliers and purchasers of vehicles;
 -  pricing and transportation of commodities;
 -  market demand, including structural market changes;
 -  changes in tax rates or policies or in rates of inflation;
 -  unanticipated project delays or changes in project costs;
 -  unanticipated changes in operating expenses and capital expenditures;
 -  capital market conditions;
 -  competition for economic expansion or development opportunities;
 -  our ability to manage expansion and integrate recent acquisitions; and
 -  legal and  administrative  proceedings   (whether  civil  or  criminal)  and
    settlements that affect the business and profitability of ALLETE.

Any forward-looking statement speaks only as of the date on which that statement
is made,  and ALLETE  undertakes  no  obligation  to update any  forward-looking
statement  to  reflect  events or  circumstances  after  the date on which  that
statement is made or to reflect the  occurrence  of  unanticipated  events.  New
factors  emerge  from  time to time and it is not  possible  for  management  to
predict  all of those  factors,  nor can it assess  the  impact of each of those
factors  on the  businesses  of ALLETE or the  extent  to which any  factor,  or
combination of factors, may cause actual results to differ materially from those
contained in any forward-looking statement.


2                     ALLETE Form 8-K dated July 19, 2002


                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.





                                                    ALLETE, Inc.





July 19, 2002                                      James K. Vizanko
                                      ------------------------------------------
                                                   James K. Vizanko
                                        Vice President, Chief Financial Officer
                                                     and Treasurer



                      ALLETE Form 8-K dated July 19, 2002                      3



                                  EXHIBIT INDEX

Exhibit
Number
- --------------------------------------------------------------------------------


    99            ALLETE News Release dated July 19, 2002











                      ALLETE Form 8-K dated July 19, 2002



                                                                      Exhibit 99
[ALLETE LOGO]


                                             For Release:   July 19, 2002
                                             Contact:       Eric Olson
                                                            218-723-3947
                                                            eolson@allete.com
NEWS
                                            Investor        Tim Thorp
                                            Contact:        218-723-3953
                                                            tthorp@allete.com

                     ALLETE REPORTS SECOND-QUARTER EARNINGS
                     --------------------------------------

Duluth, Minn. -- ALLETE, Inc. (NYSE: ALE) today reported earnings of 47 cents
per share for the second quarter of 2002. Net income was $38.8 million on
quarterly operating revenue of $376.7 million. Excluding exit charges related to
the vehicle transport businesses, earnings were 50 cents per share for the
quarter. In the second quarter of 2001, ALLETE reported $42.5 million of net
income on operating revenue of $405.1 million, and earnings per share of 57
cents. Last year's results included the largest real estate transaction in
company history.

"We remain bullish on our core businesses," said David Gartzke, ALLETE Chairman,
President, and CEO. "We remain committed to our strategy that looks for
ways to increase the value of our company."

Earnings from AUTOMOTIVE SERVICES increased by $8.7 million in the quarter
compared with the second quarter of 2001. The 42 percent earnings increase came
from mandated goodwill accounting changes, lower interest expense and increased
auction efficiency. The receivables portfolio at Automotive Finance Corporation
rose by 12 percent for the quarter compared with last year.

ENERGY SERVICES earnings for the quarter were about the same as last year. While
total kilowatt-hour sales were higher than in the second quarter of 2001, weak
prices in the wholesale energy market contributed to flat earnings.

For the second quarter, ALLETE recorded a loss of $5.7 million in INVESTMENTS
AND CORPORATE CHARGES, compared with $9.2 million in income during the same
period last year. During the second quarter of 2001, the company realized an
$11.1 million gain on its largest real estate transaction ever. Difficult market
conditions in the second quarter of 2002 contributed to less than acceptable
returns from ALLETE's securities portfolio, which will be liquidated to
eliminate future exposure to market uncertainties. Proceeds from this
liquidation will be used to reduce the company's debt balance.

WATER SALE UPDATE
- -----------------

The company remains engaged in discussions relating to the proposed sale of
ALLETE Water Services. The Florida Governmental Utility Authority has informed
us it may not be taking any action regarding its potential purchase of Florida
Water Services assets until September. Meanwhile, ALLETE continues to examine
other opportunities for the sale of Florida Water. ALLETE has hired an
investment banker to facilitate the sale of Heater Utilities and Georgia Water
Services. That sale process is now in progress. The company expects to close
both transactions in late 2002 or early 2003.

                                     (more)


ALLETE NEWS RELEASE                                                       PAGE 2
- --------------------------------------------------------------------------------

EARNINGS GUIDANCE
- -----------------

ALLETE is revising its earnings-per-share estimate for 2002 to be in the $2.00
to $2.10 range excluding the 5 cents of year-to-date exit charges as well as any
gain from the sale of Water Services assets. This estimate reflects year-to-date
performance, the planned liquidation of the securities portfolio, operating
losses incurred prior to the exit from the vehicle transport business, and lower
wholesale power prices for the year. The company continues to expect that
Automotive Services will grow earnings by 30 percent in 2002 over 2001.

ALLETE's corporate headquarters are located in Duluth, Minnesota. ALLETE's
holdings include ADESA, the second largest wholesale vehicle auction network in
North America; AFC, the leading provider of independent auto dealer inventory
financing; Minnesota Power, a low-cost electric utility that serves some of the
largest industrial customers in the United States; and Florida real estate
investments. For more information about ALLETE, visit the company's Web site at
www.allete.com.

THE STATEMENTS CONTAINED IN THIS RELEASE AND STATEMENTS THAT ALLETE MAY MAKE
ORALLY IN CONNECTION WITH THIS RELEASE THAT ARE NOT HISTORICAL FACTS, ARE
FORWARD-LOOKING STATEMENTS. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE
PROJECTED IN THE FORWARD-LOOKING STATEMENTS. THESE FORWARD-LOOKING STATEMENTS
INVOLVE RISKS AND UNCERTAINTIES AND INVESTORS ARE DIRECTED TO THE RISKS
DISCUSSED IN DOCUMENTS FILED BY ALLETE WITH THE SECURITIES AND EXCHANGE
COMMISSION.


                                      ####

                             [LOGO] recycled paper
           ALLETE - 30 West Superior Street, Duluth, Minnesota 55802
                                 www.allete.com




ALLETE NEWS RELEASE                                                       PAGE 3
- --------------------------------------------------------------------------------
ALLETE, INC. CONSOLIDATED STATEMENT OF INCOME FOR THE PERIODS ENDED JUNE 30, 2002 AND 2001 Millions Except Per Share Amounts QUARTER ENDED YEAR TO DATE 2002 2001 2002 2001 - ------------------------------------------------------------------------------------------------------------------------------------ OPERATING REVENUE Energy Services $ 154.1 $ 147.5 $ 297.0 $ 306.5 Automotive Services 217.6 214.7 431.1 419.6 Investments 5.0 42.9 21.6 55.9 - ------------------------------------------------------------------------------------------------------------------------------------ Total Operating Revenue 376.7 405.1 749.7 782.0 - ------------------------------------------------------------------------------------------------------------------------------------ OPERATING EXPENSES Fuel and Purchased Power 59.2 56.8 108.6 119.2 Operations 244.5 262.2 495.8 505.0 Interest 16.2 18.8 32.1 38.1 - ------------------------------------------------------------------------------------------------------------------------------------ Total Operating Expenses 319.9 337.8 636.5 662.3 - ------------------------------------------------------------------------------------------------------------------------------------ OPERATING INCOME FROM CONTINUING OPERATIONS 56.8 67.3 113.2 119.7 DISTRIBUTIONS ON REDEEMABLE PREFERRED SECURITIES OF ALLETE CAPITAL I 1.5 1.5 3.0 3.0 INCOME TAX EXPENSE 22.1 26.3 43.6 46.5 - ------------------------------------------------------------------------------------------------------------------------------------ INCOME FROM CONTINUING OPERATIONS 33.2 39.5 66.6 70.2 INCOME FROM DISCONTINUED OPERATIONS 5.6 3.0 7.4 5.2 - ------------------------------------------------------------------------------------------------------------------------------------ NET INCOME $ 38.8 $ 42.5 $ 74.0 $ 75.4 - ------------------------------------------------------------------------------------------------------------------------------------ AVERAGE SHARES OF COMMON STOCK Basic 81.0 73.7 80.7 72.7 Diluted 81.7 74.3 81.3 73.3 - ------------------------------------------------------------------------------------------------------------------------------------ EARNINGS PER SHARE OF COMMON STOCK Basic - Continuing Operations $0.41 $0.54 $0.83 $0.97 Discontinued Operations 0.07 0.04 0.09 0.07 - ------------------------------------------------------------------------------------------------------------------------------------ $0.48 $0.58 $0.92 $1.04 - ------------------------------------------------------------------------------------------------------------------------------------ Diluted - Continuing Operations $0.40 $0.53 $0.82 $0.96 Discontinued Operations 0.07 0.04 0.09 0.07 - ------------------------------------------------------------------------------------------------------------------------------------ $0.47 $0.57 $0.91 $1.03 - ------------------------------------------------------------------------------------------------------------------------------------ DIVIDENDS PER SHARE OF COMMON STOCK $0.275 $0.2675 $0.55 $0.535 - ------------------------------------------------------------------------------------------------------------------------------------
ALLETE, INC. CONSOLIDATED BALANCE SHEET Millions JUN. 30, DEC. 31, 2002 2001 - -------------------------------------------------------------------------------- ASSETS Current Assets $ 958.1 $ 909.9 Property, Plant and Equipment 1,368.6 1,323.3 Investments 129.2 141.0 Goodwill 501.0 494.4 Other 114.7 103.6 Discontinued Operations 330.3 310.3 - -------------------------------------------------------------------------------- TOTAL ASSETS $3,401.9 $ 3,282.5 - -------------------------------------------------------------------------------- JUN. 30, DEC. 31, 2002 2001 - -------------------------------------------------------------------------------- LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities $ 753.9 $ 704.5 Long-Term Debt 935.2 933.8 Other Liabilities 266.9 270.5 Discontinued Operations 160.7 154.9 Mandatorily Redeemable Preferred Securities of ALLETE Capital I 75.0 75.0 Shareholders' Equity 1,210.2 1,143.8 - -------------------------------------------------------------------------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $3,401.9 $3,282.5 - --------------------------------------------------------------------------------
ALLETE NEWS RELEASE PAGE 4 - --------------------------------------------------------------------------------
QUARTER ENDED YEAR TO DATE JUNE 30, JUNE 30, ALLETE, INC. 2002 2001 2002 2001 - ------------------------------------------------------------------------------------------------------------------------------------ NET INCOME Millions Energy Services $ 9.7 $ 9.8 $18.8 $22.2 Automotive Services 29.2 20.5 53.9 38.6 Investments and Corporate Charges (5.7) 9.2 (6.1) 9.4 - ------------------------------------------------------------------------------------------------------------------------------------ Income from Continuing Operations 33.2 39.5 66.6 70.2 Income from Discontinued Operations 5.6 3.0 7.4 5.2 - ------------------------------------------------------------------------------------------------------------------------------------ Net Income $38.8 $42.5 $74.0 $75.4 - ------------------------------------------------------------------------------------------------------------------------------------ DILUTED EARNINGS PER SHARE Continuing Operations $0.40 $0.53 $0.82 $0.96 Discontinued Operations 0.07 0.04 0.09 0.07 - ------------------------------------------------------------------------------------------------------------------------------------ $0.47 $0.57 $0.91 $1.03 - ------------------------------------------------------------------------------------------------------------------------------------ Included a $0.8 million, or $0.01 per share, charge related to the exit from ALLETE's Canadian auto transport business. Discontinued operations included the operating results of ALLETE's Water Services businesses, the Great Rigs auto transport company and the Electric Odyssey retail business. For the six months ended June 30, 2002, ALLETE included $3.1 million, or $0.04 per share, in charges to complete the exit from the auto transport company and the retail business. A total of $2.3 million, or $0.02 per share, was reported during the first quarter of 2002.
QUARTER ENDED YEAR TO DATE JUNE 30, JUNE 30, ALLETE, INC. 2002 2001 2002 2001 - ------------------------------------------------------------------------------------------------------------------------------------ STATISTICAL DATA CORPORATE Common Stock High $31.10 $26.13 $31.10 $26.13 Low $27.09 $22.04 $24.25 $20.19 Close $27.10 $22.50 $27.10 $22.50 Book Value $14.21 $13.40 $14.21 $13.40 ENERGY SERVICES Millions of Kilowatthours Sold Regulated Retail Residential 232.8 217.6 518.6 511.7 Commercial 295.1 288.3 609.6 606.9 Industrial 1,755.2 1,714.9 3,405.0 3,322.0 Other 17.8 17.8 37.6 37.2 Resale 400.8 404.5 843.7 1,074.4 - ----------------------------------------------------------------------------------------------------------------------------------- 2,701.7 2,643.1 5,414.5 5,552.2 Merchant 197.1 - 242.8 - - ----------------------------------------------------------------------------------------------------------------------------------- 2,898.8 2,643.1 5,657.3 5,552.2 AUTOMOTIVE SERVICES Vehicles Sold Wholesale 454,000 458,000 915,000 924,000 Total Loss 47,000 34,000 94,000 69,000 - ----------------------------------------------------------------------------------------------------------------------------------- 501,000 492,000 1,009,000 993,000 Conversion Rate - Wholesale Vehicles 59.7% 58.5% 62.6% 61.0% Vehicles Financed 241,000 232,000 478,000 453,000 EBITDAL (Millions) $68.0 $60.2 $128.7 $117.7 - --------------- Earnings Before Interest, Taxes, Depreciation, Amortization and Lease Expense