SecProbe.io

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MAIL STOP 03-08
	April 28, 2005

Joseph L. Welch, Chief Executive Officer
ITC Holdings Corp.
39500 Orchard Hill Place
Suite 200
Novi, Michigan 48375

	RE:	ITC Holdings Corp.
		Registration Statement on Form S-1
		File Number 333-123657
		Filed on March 29, 2005

Dear Mr. Welch:

	We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form S-1

General
1. We note a number of blank spaces throughout your registration
statement for information that you are not entitled to omit under
Rule 430A, such as the anticipated price range.  Please note that
we
may have additional comments once you have provided this
disclosure.
2. Please file all required exhibits, such as the draft
underwriting
agreement and the legal opinion, in a timely manner so that we may
have adequate time to review them before you request effectiveness
of
your registration statement.

Prospectus Summary, page 1
3. As currently drafted, the six-page base summary is too long.
The
summary should provide a brief overview of the key aspects of the
offering and should not merely repeat disclosure appearing
elsewhere
in the prospectus.  See Item 503(a) of Regulation S-K.  Please
revise
to significantly reduce the detail, and consider eliminating
subsections, in the base summary.  We may have further comment
based
on your revisions.
4. Also, as part of your revisions, please ensure that you explain
in
plain, everyday language what it is you do and how you do it,
including how you generate revenues.  This is not clear in the
existing summary, due to the length and technical detail.
5. Further, as part of your revisions, please reduce the number of
defined terms in the forepart of the document.  For example, it
appears you could eliminate FERC, MISO, DOE, RTO, and PP&E.
6. Please provide supplemental support for the qualitative and
comparative statements contained in the summary and throughout
your
prospectus.  We note the following examples:
* Our operating subsidiary, ITC, is the first independently owned
and
operated electricity transmission company in the United States. -
page 1;
* According to the Edison Electric Institute, transmission
investment
made by investors-owned utilities declined from $42.3 billion
during
the 10-year period from 1975 to 1984....  - page 2;
* According to the Electric Power Research Institute, U.S.
businesses
lose $45.7 billion annually in foregone production due to power
outages and another $6.7 billion annually due to power quality
issues.  - page 2;
* A recent study by the East Central Area Reliability Council on
345kV lines showed that ITC`s system performed well above the
system
average of those surveyed. - page 61.
	Mark your supplemental support or provide page references in
your response to the sections you rely upon for each specific
statement.  To the extent you are unable to provide support,
please
delete the qualitative and comparative statement.  Revise
throughout
your prospectus as necessary.
The Offering, page 8
7. Please show us how the stock split of your outstanding shares
of
common stock will be reflected in your financial statements and
how
it will affect the dating of the public accounting firm`s report.
Please note that the registration statement cannot be declared
effective until such changes have been made.
Summary Historical Financial Data, page 10
8. You currently present only historical net income (loss) per
share
in your tabular disclosure of summary historical financial data
while
footnote (b) suggests that both historical and pro forma per share
data have been presented.  Please clarify.  Additionally, tell us
what applicable rules require you to adjust your earnings per
share
calculation to reflect the sale of shares in this offering, as you
state in your disclosure.  Further, you state that pro forma
weighted
average shares for the purposes of the unaudited pro forma basic
net
income (loss) per share calculation has been adjusted to reflect
the
stock split.  On the record date of the split, please revise to
adjust the weighted average shares for historical purposes to
reflect
the stock split.  See paragraph 54 of SFAS 128.
9. Your statement that "EBITDA is useful to investors because it
is
an indicator of a company`s ability to generate cash flows from
its
operations" suggests that you are presenting EBITDA as a measure
of
liquidity.  As such, identify EBITDA as a non-GAAP measure of
liquidity.  Additionally, reconcile in tabular format from cash
flows
from operating activities, rather than net income, to the non-GAAP
amount for each period it is presented and present cash flows from
operating, investing and financing activities with equal
prominence.
Finally, provide the disclosures required by Item 10(e) of
Regulation
S-K each time a non-GAAP measure is presented throughout your
filing.
For example, you should provide these disclosures on page 3 where
you
also present EBITDA.
Risk Factors, page 14
10. Please revise your risk factor subheadings to concisely state
the
specific material risk each risk factor presents to your company
or
investors and the consequences should that risk factor occur.
Avoid
simply referring to a fact about your company or a future event in
your subheadings.  Stating that the risk may "adversely affect"
your
business does not adequately address the potential consequences.
For
example, the following risk factor subheadings should be revised
accordingly:
* ITC Holdings is a holding company and is dependent on ITC`s
ability
to make distributions to it.
*  Our revenues are materially affected by the network load on
ITC`s
transmission system.
* Deregulation, increased competition or other issues that
adversely
affect ITC`s customers could adversely affect our financial
results.
* ITC could be affected by changes in federal energy laws,
regulations or policies.
* Our ability to raise capital may be restricted.
* We may not be able to pay dividends.
* Provisions in the Articles of Incorporation and bylaws of ITC
Holdings and Michigan corporate law may discourage a takeover
attempt.
	Please also refer to the risk factor beginning "Provisions of
the Articles of Incorporation of ITC Holdings..., which appears on
page 22.  As currently drafted, this risk factor subheading is
difficult to understand.  Please revise to more clearly and
concisely
discuss the material risk to investors and the company.
11. Some of your risk factors appear generic because the
information
could apply to many companies in your industry or even in other
industries.  Please revise to specifically indicate how the stated
risk applies to your company, or delete these risk factors
accordingly:
* ITC`s operating results fluctuate on a seasonal and quarterly
basis, page 16.  For example, describe specifically how your
operating results fluctuate in a particular season and discuss
whether this seasonal pattern is unique in your industry.
* An adverse decision in a legal or regulatory proceeding..., page
16.  For example, is there a pending litigation against the
company?
* The trading price of our common stock is likely to be volatile,
page 22.  For example, will the issuance of convertible securities
increase the volatility in your common stock?
ITC`s rates and operations are subject to extensive federal
regulation..., page 14
12. As currently drafted, the disclosure in this risk factor is
too
detailed and appears to include multiple risks.  Please revise to
concisely state the material risk to you and investors.  The
additional risks addressed in this risk factor should be included
under separate subheadings, if considered material.

Use of Proceeds, page 25
13. Please revise to clarify the amount of proceeds you will use
to
repay borrowings under your revolving credit agreement.  It is
unclear whether the last sentence of the second paragraph
represents
the total amount of proceeds you will use to make that repayment
or
whether it is merely the portion attributable to an affiliate.
Management`s Discussion and Analysis, page 33
Trends and Seasonality, page 35
14. Please discuss in greater detail any known trends or
uncertainties in the economy and industries in which you conduct
business that are reasonably likely to have a material effect on
your
financial condition or results of operations.  Please see SEC
Release
No. 33-8350.  For example, we note disclosure indicating that
reliability standards have become more specific and stringent in
recent years, primarily as a reaction to the August 2003
electrical
blackout.  Discuss in greater detail how these enhanced standards
will effect your financial condition or results of operations.
Revenues, page 36
Point-to-Point Revenues, page 36
15. We note that you are required to refund 75%, or $12.7 million,
of
2004 point-to-point revenues by March 15, 2005 while the remaining
25%, or $4.2 million, will be treated as a revenue credit in the
Attachment O calculation for the new rate that takes effect on
June
1, 2005.  We also note, based on review of the revenue table on
page
37, that you have only reduced revenues for the 75% portion to be
refunded.   Please explain to us the distinction between a
"refund"
and a "revenue credit" and explain your basis for differing
accounting treatment.  In doing so, specifically address why you
did
not record a $4.2 million regulatory liability with a
corresponding
reduction to revenue for the portion to be treated as a revenue
credit.  Also tell us where you recorded the liability for the 75%
portion to be refunded.  See paragraph 11.a of SFAS 71.
Liquidity and Capital Resources, page 44
Liquidity, page 44
16.  The final sentence on page 44 states that "[i]n 2005, [you]
expect to pay an aggregate of approximately $     in dividends to
[y]our stockholders."  The actual amount currently is blank.
Please
tell us on a supplemental basis that amount.  Please also tell us
whether that amount reflects historical earnings or instead
represents dividends from earnings you expect to generate going
forward in 2005.  The Dividend Policy section is not clear in this
regard.  Please be aware that we may have additional comment based
upon your response.
17.  We note disclosure in the penultimate paragraph on page 46
stating that you have been authorized by the Federal Energy
Regulatory Commission to issue additional debt and/or equity
securities in the amount of $50.0 million.  We also note that, as
of
December 31, 2004, you had $25 million outstanding under your
revolving credit agreement.  So that readers may assess your any
limits on your sources of liquidity, please disclose the amount of
funds you currently are able to raise under the Federal Energy
Regulatory Commission order.
Financing Activities, page 46
18. Please disclose whether you are currently in compliance with
all
of your material financial covenants.  Please also discuss the
anticipated effect, if any, the public offering will have on
future
compliance with the financial covenants described in this section.
19. We note that in July 2004, Standard and Poor`s lowered ITC`s
outlook from "stable" to "negative" to recognize ITC`s significant
use of cash for its extensive capital and maintenance programs
while
operating under a rate freeze.  Please clearly discuss the
ramifications this lowered rating will have on your operations.
Consider adding a risk factor if appropriate.  If you do not
believe
a risk factor is appropriate, explain supplementally.
Reconciliation of PP&E Activity, page 48
20. You disclose that you identified certain assets in your
February
28, 2003 balance sheet that were not transmission property plant
and
equipment and should not have been classified as such on your
balance
sheet.  If this was recorded as a pre-acquisition contingency,
tell
us specifically when you recorded the adjustment and how you
determined you were still within the purchase price allocation
period
as defined by Appendix F of SFAS 141.  Tell us whether this
adjustment is related to the adjustments described in Note 4 on
page
F-21 and if so, reconcile the amounts. Further, please provide the
journal entries you recorded for all purchase price allocation
adjustments recorded subsequent to February 28, 2003.  For all
adjustments, tell us if they represent pre-acquisition
contingencies.
If so, please explain what information management was waiting to
obtain to finalize its purchase price allocation and why such
information could not have been reasonably estimated at closing.
Business, page 59
21. It appears that your revenues are generated from various
operations, including asset planning, engineering, design and
construction, maintenance, and real time operations.  Please
disclose
the amounts or percentages of total revenue contributed by any
class
of similar products or services that accounted for 10% or more of
total revenues in each of the three years ended December 31, 2003.
Please refer Item 101(c)(1)(i) of Regulation S-K.
Competition, page 64
22. We note the disclosure appearing under this caption that you
"effectively ha[ve] no competitors."  We also note disclosure in
the
last risk factor on page 15 indicating that "[t]he utility
industry
has also been undergoing dramatic structural change for several
years, resulting in increasing competitive pressures on electric
utility companies and we expect that trend to continue for the
foreseeable future."  Please reconcile this disclosure and revise
your prospectus as appropriate.
Management, page 66
23. Please revise the biography of Edward Rahill to disclose the
date
when he became your Chief Financial Officer.  See Item 401(b) of
Regulation S-K.
Principal and Selling Stockholders, page 78
24. Disclosure throughout your prospectus indicates that a selling
shareholder will be selling common stock in this offering,
however,
there is no selling shareholder listed in the table.  Please
identify
the selling shareholder(s) in your next pre-effective amendment.
Certain Relationships and Related Party Transactions, page 80
Management, Consulting and Financial Services Letter Agreements,
page
81
25. We note that you have entered into agreements with KKR and
Trimaran Fund Management, L.L.C. to provide management, consulting
and financial services to you.  Please disclose whether the terms
of
the agreements, including the related fees, are no less favorable
than those that the company could have obtained from unaffiliated
third parties.
26. Further, we note you state that "[t]he agreements also contain
provisions for additional fees for future, mutually agreed-upon
services."  Please revise to summarize the material terms of those
provisions.
Underwriting, page 98
27. We note that you will have a directed share program for your
officers, directors, employees and certain other persons
associated
with you.  On a supplemental basis, tell us the mechanics of how
and
when these shares will be offered and sold to persons in your
directed share program.  For example, please explain to us how you
will determine the prospective recipients of reserved shares,
particularly those you refer to a