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) - MAY 28, 2003







                                  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 5.  OTHER EVENTS AND REGULATION FD DISCLOSURE.

Reference is made to the 2002 Form 10-K of ALLETE,  Inc. (ALLETE) for background
information on the following update.


Ref. Page 47. - Item 10. Directors and Executive Officers of the Registrant

On May 28, 2003 ALLETE  announced the election of Dennis O. Green and Deborah L.
Weinstein to its board of directors, effective June 1, 2003.

Green, 62, is a Certified Public Accountant and former chief auditor at Citicorp
and its  principal  subsidiary  Citibank,  N.A.,  where he was  responsible  for
worldwide audit  functions.  Prior to his employment with Citicorp,  Green was a
finance  executive  with  Ford  Motor  Company  for 11  years,  holding  several
positions  including general auditor.  Green also served in the Executive Office
of the  President,  Office of Management  and Budget during  President  Carter's
administration.  He is a  graduate  of Wayne  State  University  and  resides in
Beaufort, South Carolina.

Weinstein,  43, is co-founder and partner at LaBarge Weinstein,  one of Canada's
premier business law firms based in Ottawa, Ontario. She was a partner at Blake,
Cassels & Graydon,  one of Canada's largest law firms,  from 1991 until 1997 and
was managing  partner at that firm's Ottawa office.  Weinstein's work focuses on
securities,  mergers and  acquisitions,  and business law. She is personal legal
advisor and trustee for Jean Chretien,  Prime Minister of Canada. Weinstein is a
graduate of Osgoode Hall Law School, Toronto, Ontario.


                       ALLETE Form 8-K dated May 28, 2003                      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;

        -    natural disasters;

        -    market factors affecting supply and demand for used vehicles;

        -    wholesale power market 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;

        -    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;

        -    ALLETE's   ability  to  manage  expansion  and   integrate   recent
             acquisitions; and

        -    the outcome of 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 May 28, 2003




                                   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.





May 28, 2003                                     James K. Vizanko
                                ------------------------------------------------
                                                 James K. Vizanko
                                     Vice President, Chief Financial Officer
                                                  and Treasurer







                       ALLETE Form 8-K dated May 28, 2003                      3