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SIMPSON THACHER & BARTLETT LLP
  425 LEXINGTON AVENUE
  NEW YORK, N.Y. 10017-3954
  (212) 455-2000

  FACSIMILE (212) 455-2502

Direct Dial Number

212-455-3080

E-Mail Address

rnorman@stblaw.com

Via EDGAR AND

FEDERAL EXPRESS

June 30,
2005

Re:ITC
Holdings Corp.—

Amendment No. 3 to

Registration Statement on Form S-1

(Registration No. 333-123657)

(the "Registration Statement")

H.
Christopher Owings

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 03-08

Washington, D.C. 20549

Ladies
and Gentlemen:

        On
behalf of ITC Holdings Corp. (the "Company"), we are submitting by direct electronic transmission for filing under the Securities Act of 1933, as amended (the "Securities Act"),
Pre-Effective Amendment No. 3 to the above-referenced Registration Statement of the Company, marked to show changes from Amendment No. 2 to the Registration Statement filed
on June 10, 2005.

        In
addition, we are providing the following responses to the comment letter dated June 24, 2005 from the staff (the "Staff") of the Securities and Exchange Commission (the
"Commission") regarding the Registration Statement. To assist your review, we have retyped the text of the Staff's comments below. Please note that all references to page numbers in our responses are
references to the page numbers of Amendment No. 3 to the Registration Statement. The responses and information described below are based upon information provided to us by the Company.

Management's Discussion and Analysis of Financial Condition and Results of Operations, page 30

Non-GAAP Financial Measures, page 38

1.We have read your revised disclosure under the above captions. Please discuss how you compensate for the limitations of your non-GAAP measure and
the economic substance behind your decision to use this measure. Please also explain whether you utilize the non-GAAP information in managing your business. For example, explain whether
you incent employees based on non-GAAP measures. We may have further comment.

The
Company has revised the disclosure on pages 10, 30, 39 and 40 in response to the Staff's comment.

In
addition, the Company wishes to advise the Staff that Adjusted EBITDA provides the Company with a measure of financial performance independent of items that are beyond the control of management in
the short-term (such as depreciation, taxation and interest expense associated with the Company's capital structure). Therefore, this metric focuses on financial performance that is

based
on operational factors that management can impact in the short-term, namely the cost structure or expenses of the organization (given that Adjusted EBITDA is defined as net income
plus income taxes, depreciation and amortization expense and interest expense; and it excludes allowance for equity funds used during construction and loss on extinguishment of debt). Adjusted EBITDA
is one of the metrics used by senior management and the board of directors to review the financial performance of the business on a monthly basis. It also is one of the measures used by the board to
determine the level of bonuses for management and employees in 2004 and 2005. In addition, it is a metric used by research analysts and investors to evaluate the performance of the Company and value
other companies in its industry. The Company acknowledges the limitations associated with using Adjusted EBITDA and compensates for some of those limitations by using it in conjunction with operating
income, net income and cash flows from operating activities.

Liquidity and Capital Resources, page 46

2.Please refer to comment 5 in our letter dated June 2, 2005. Your response states that you do not intend to pay out substantially of your cash generated
from operations in the form of dividends. We recognize the basis for that statement given that you initially will pay an annualized aggregate dividend of $35 million compared to approximately
$49 million in net cash provided by operating activities in fiscal 2004. However, please clarify in a further response whether you will pay out substantially all available cash in the form of
dividends. Specifically, in addition to cash available from operations, we also note the following:

•In fiscal 2004, you did not make any distributions to stockholders;

•As of March 31, 2005, you had $519.8 million of consolidated indebtedness, with associated payment obligations and debt covenants;
and

•As reflected on page 31 of your Management's Discussion and Analysis section, your operating subsidiary intends to invest approximately
$100 million in property, plant, and equipment in fiscal 2005 and 2006, and that amount exceeds the consolidated $76 million you invested in fiscal 2004.

In
response to the Staff's comment, the Company wishes to reiterate its statement that it does not plan to pay out substantially all of its cash in the form of dividends. In this regard, the Company
first notes that the rate freeze under which ITC operated in 2003 and 2004 has now ended. Therefore, since January 1, 2005, ITC is receiving revenue at a substantially higher rate than in prior
years. Second, when considering the Company's uses of cash including the $100.0 million of capital expenditures the Company has disclosed that it intends to make in each of 2005 and 2006, it is
important to distinguish between: (i) approximately $20.0 million of capital expenditures that are minimally necessary to maintain the integrity of ITC's system; and
(ii) approximately $80.0 million of capital expenditures that ITC has the ability to defer (or not incur in a particular year) if required by then current business conditions. Given
those considerations, the Company's initial dividend and minimum capital expenditures equal approximately 65% of its pro forma 2004 operating cash flow (which reflects the higher rates billed to ITC's
customers beginning in 2005). The foregoing is discussed in greater detail below.

Additional
revenue generated from a higher network rate charged to ITC's customers beginning in 2005 must be taken into consideration when comparing cash flow from operations to the annual dividend.
The Company's total cash flow from operations for the year ended December 31, 2004 was $49.6 million. However, on January 1, 2005, ITC's billed network rate increased
approximately 47% from $1.075 per kW/month to $1.587 per kW/ month, as it moved from a frozen rate with a revenue deferral, approved in connection with the acquisition of ITC, to an Attachment O
formula rate. Beginning on June 1, 2005 and each June thereafter, ITC will implement a new rate

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calculated
using data from the previous calendar year. Based upon 2004 year-end results, the rate for the one-year period that began on June 1, 2005 is $1.594 per
kW/month.

ITC's
total network revenue for the year ended December 31, 2004 was $114.1 million. Adjusting this revenue to take into account ITC's higher network rate would result in
$54.3 million of additional revenue, calculated by applying ITC's Attachment O rates of $1.587 per kW/month for January 2005 through May 2005 and $1.594 per kW/month for
June 2005 through December 2005 to the corresponding monthly load amounts in 2004. Assuming a 35% tax rate, this would translate into $35.3 million of additional cash flow from
operations, all else being equal. In order to reflect the adjustment for the end of ITC's rate freeze and the use of ITC's Attachment O rate beginning on January 1, 2005, the
$35.3 million of after-tax additional cash flow from operations, as calculated above, would be added to the 2004 cash flow from operations. That calculation results in a pro forma
cash flow from operations of approximately $84.9 million for 2004, all else being equal.

The
Company recognizes that it will incur additional expenses associated with being a public company. The Company began incurring expenses in 2004 associated with its Sarbanes-Oxley readiness, and
began planning for such Sarbanes-Oxley expenses in 2005. The Company expects to incur total additional expenses, over amounts incurred in 2004, of approximately $3.0 million per year, beginning
in 2005, in respect of becoming a public company. After-tax, the total additional costs associated with being a public company would be approximately $2.0 million per year. Given
the magnitude of the amount, the Company did not take it into account for purposes of the foregoing analysis.

Total
planned capital expenditures for each of 2005 and 2006 are approximately $100.0 million per year. Of this amount, the minimum capital expenditures required to maintain the integrity of
ITC's system is approximately $20.0 million per year, which is approximately 67% of the Company's 2004 depreciation expense of $29.5 million. Therefore, pro forma cash flow from
operations after the minimum required capital expenditures is $64.9 million versus a proposed annualized dividend of $35.0 million. This represents a coverage ratio of approximately 1.86
times. Accordingly, the Company does not plan to pay out substantially all of its cash generated from operations, after the minimum required capital expenditures, in the form of dividends. In
addition, after the payment of dividends, the Company expects to have sufficient cash to fund its operations.

The
$100.0 million of planned annual capital expenditures in each of 2005 and 2006 includes approximately $80.0 million of capital expenditures that ITC has the ability to defer (or not
incur in a particular year) if required by then current business conditions. This $80.0 million of capital expenditures is capital investment in ITC's assets and will result in an increase in
ITC's productive assets, or rate base. The portion of this $100.0 million that exceeds the 2004 depreciation amount of $29.5 million, or $70.5 million, will increase ITC's rate
base. This investment of $80.0 million will result in ITC generating an additional approximately $12 million of un-levered pre-tax cash flow in future years from
the higher Attachment O rates that will be charged as a result of $70.5 million of additional regulatory rate base. This $80.0 million of capital investment will be funded
(i) through cash flow from operations after minimum required capital expenditures and dividends, (ii) by cash retained by the Company at the time of the initial public offering,
estimated to be $26.0 million, based on pro forma March 31, 2005 cash adjusted for the initial public offering, and (iii) through borrowings under ITC's and the Company's
revolving credit facilities, which are expected to have approximately $58.0 million of additional borrowing capacity after the initial public offering, based on the pro forma March 31,
2005 balance sheet adjusted for the initial public offering. Pro forma cash flow from operations, after minimum required capital expenditures and dividends, as calculated above, is approximately
$29.9 million. Therefore, the additional $50.1 million of cash required to undertake the $80.0 million of capital investment would come from $26.0 million of cash retained
by the Company after the initial public offering and

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$24.1 million
of borrowings under ITC's and the Company's revolving credit facilities. The use of cash flow from operations and borrowings is consistent with how most regulated electric
utilities fund their growth capital.

The
Company's consolidated debt to total capitalization, as of March 31, 2005, pro forma for the initial public offering, is 67.5%. Assuming an annual dividend of $35 million and
approximately $100 million of total capital expenditures each year, the Company will have sufficient cash flow from operations along with borrowing capacity under the existing revolving credit
facilities to fund both the dividends and the capital investment; however, the Company does not intend to use borrowings under its or ITC's revolving credit facilities to fund the payment of
dividends. In addition, including additional borrowings under the revolving credit facilities, the Company's debt to total capitalization is projected to be approximately 65% at the end of 2005 and
approximately 68% at the end of 2006. This level of debt to total capitalization is consistent with the way the Company has capitalized its business historically and how it plans to capitalize its
business going forward. The Company believes a debt to total capitalization structure of approximately 70% is the optimum capital structure to maximize stockholder value for the Company while
maintaining ITC's and the Company's current investment grade ratings. A debt to total capitalization of 70% is consistent with ratings guidelines for companies with the Company's investment grade
credit profile. The rating agencies are comfortable with the Company's plan to fund a portion of its investment in its assets and growth in rate base through borrowings and have maintained the
Company's investment grade ratings in light of such expectations.

With
respect to the fact that the Company made no distributions to stockholders in the year ended December 31, 2004, the Company notes that ITC was then still operating under a rate freeze. The
rate freeze resulted in the Company generating significantly lower annual cash flow than what is expected in 2005 and beyond. The Company's board of directors determined that it was prudent to wait,
before
distributing periodic dividends, until after ITC's rate freeze ended on January 1, 2005 and the new rate based on ITC's Attachment O formula was successfully implemented.

With
respect to the Company's total debt balance, as of March 31, 2005, the Company had a total debt balance of $519.8 million. Of this amount, $68.8 million is borrowings under
ITC's and the Company's revolving credit facilities. Both revolving credit facilities mature on March 19, 2007. The remaining $451.0 million of borrowings is fixed, long-term
borrowings under debt instruments with the full principal amounts due at maturity on July 15, 2013. The weighted average maturity of the total debt, $519.8 million, is approximately
seven years. ITC and the Company are both rated investment grade by both Standard & Poor's Ratings Services and Moody's Investor Service, Inc., and expect to maintain these ratings going
forward. As investment grade companies, ITC and the Company both expect to have the ability to borrow any funds needed to refinance debt maturities as and when they come due. The Company's and ITC's
revolving credit facilities require interest payments on borrowed funds based on the agreed upon terms (one month, three month or six month LIBOR plus the applicable margin, or the Alternative Base
Rate plus the applicable margin). Total interest paid in 2004 related to the revolving credit facilities was approximately $0.7 million. All interest on the revolving credit facilities is due
on the date of the maturity of the borrowed funds. These interest payments are incorporated into the cash flow from operations discussed above. The debt instruments referenced above require
semi-annual interest payments on each January 15 and July 15, totaling an aggregate of approximately $22.2 million per year. These interest payments are incorporated
into the cash flow from operations discussed above. In addition, these debt instruments contain certain financial covenants. The Company is currently well within such limits of these covenants and
expects to remain in compliance with the terms of such debt instruments going forward.

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Note 13. Stockholders' Equity and Stock-Based Compensation, page F-35

3.Please provide us with a schedule showing, in chronological order from the beginning of your most recently completed fiscal year to the most recent practicable
date, the following information for each issuance of common stock, common stock options, restricted stock and any other instrument that is con