SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

AMBERG DEBORAH A

(Last)

(First)

(Middle)

30 WEST SUPERIOR STREET

(Street)

DULUTH

55802

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/08/2004

3. Issuer Name and Ticker or Trading Symbol
ALLETE INC [ ALE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP, Gen. Counsel & Secretary

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,339.23	D
Common Stock	2,709.84	I	By RSOP Trust

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Emp. Stk. Opt. - Rt. to Buy	⁽¹⁾	01/02/2006	Common Stock	1,526	$14.31	D
Emp. Stk. Opt. - Rt. to Buy	⁽²⁾	01/02/2007	Common Stock	1,640	$13.69	D
Emp. Stk. Opt. - Rt. to Buy	⁽³⁾	01/02/2008	Common Stock	1,152	$21.63	D
Emp. Stk. Opt - Rt. to Buy	⁽⁴⁾	01/04/2009	Common Stock	2,110	$21.94	D
Emp. Stk. Opt. - Rt. to Buy	⁽⁵⁾	01/03/2010	Common Stock	2,333	$16.25	D
Emp. Stk. Opt. - Rt. to Buy	⁽⁶⁾	01/02/2011	Common Stock	1,578	$23.63	D
Emp. Stk. Opt. - Rt. to Buy	⁽⁷⁾	01/02/2012	Common Stock	1,402	$25.68	D
Emp. Stk. Opt. - Rt. to Buy	⁽⁸⁾	02/03/2013	Common Stock	1,402	$20.51	D

Explanation of Responses:

1. 50% was exercisable on January 2, 1997 and 50% on January 2, 1998.

2. 50% was exercisable on January 2, 1998 and 50% on January 2, 1999.

3. 50% was exercisable on January 4, 1999 and 50% on January 4, 2000.

4. 50% was exercisable on January 3, 2000 and 50% on January 3, 2001.

5. 50% was exercisable on January 2, 2001 and 50% on January 2, 2002.

6. 50% was exercisable on January 2, 2002 and 50% on January 2, 2003.

7. 50% was exercisable on January 2, 2003 and 50% on January 2, 2004.

8. 50% was exercisable on February 3, 2004 and 50% will be exercisable on February 3, 2005.

Remarks:

	Deborah A. Amberg	03/15/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.