SecProbe.io

CORRESP
1
filename1.htm

ITC Holdings Corp.

39500 Orchard Hill Place

Suite 200

Novi, Michigan 48375

July 21, 2005

VIA FACSIMILE AND EDGAR

H. Christopher
Owings

Securities and
Exchange Commission

Division of
Corporation Finance

100 F Street, N.E.

Mail Stop 03-08

Washington, D.C.
20549

  Re:

  ITC Holdings Corp.

  Registration Statement on Form S-1

  File No.: 333-123657

Ladies and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities
Act”), the undersigned hereby requests that the effective date of the
above-referenced Registration Statement on Form S-1, as amended, of ITC
Holdings Corp. (the “Company”) be accelerated so that the Registration
Statement may become effective at 3:00 p.m. EDT on July 25, 2005, or as soon as
possible thereafter.  In this regard, the
Company is aware of its obligations under the Securities Act and the Securities
Exchange Act of 1934, as amended, as they relate to the proposed public
offering of the common stock specified in the above-referenced Registration
Statement.

Pursuant to this request,
the Company acknowledges that:

·
should the Securities and
Exchange Commission (the “Commission”) or the staff, acting pursuant to
delegated authority, declare the Registration Statement effective, it does not
foreclose the Commission from taking any action with respect to the
Registration Statement;

·
the action of the Commission
or the staff, acting pursuant to delegated authority, in declaring the
Registration Statement effective, does not relieve the Company from its full
responsibility for the adequacy and accuracy of the disclosure in the
Registration Statement; and

·
the Company may not assert
staff comments and the declaration of effectiveness as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please
contact Risë Norman (212) 455-3080 or Kirsten Davis (212) 455-2911 of Simpson
Thacher & Bartlett LLP with any questions.

  Very
  truly yours,

  ITC
  Holdings Corp.

  By:

  /s/
  Daniel J. Oginsky

  Daniel
  J. Oginsky

  Vice-President
  and General Counsel

-2-

LEHMAN
BROTHERS

 July 21, 2005

Securities and Exchange Commission

Division of
Corporation Finance

100 F Street, N.E.

Mail Stop 03-08

Washington,
D.C.  20549

Attention:
Mr. H. Christopher Owings

                Re:         ITC HOLDINGS CORP.

                                Registration Statement on Form
S-1 (File No. 333-123657)

Ladies and Gentlemen:

      As representative of the
undersigned underwriters of the proposed initial public offering of up to
14,375,000 shares of common stock of ITC Holdings Corp. (the “Company”), we
hereby join the Company’s request for acceleration of the above-referenced
Registration Statement, requesting effectiveness for 3:00 P.M. (NYT) on July
25, 2005, or as soon thereafter as is practicable.

                Pursuant
to Rule 460 of the General Rules and Regulations under the Securities Act of
1933, as amended, we wish to advise you that we have effected the following
distribution of the Company’s Preliminary Prospectus dated  July 11, 2005, through the date hereof:

Preliminary
Prospectus dated July 11, 2005:

                24,674
copies to prospective underwriters, institutional investors, dealers and others

                The
undersigned advise that they have complied and will continue to comply with
Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

  Very truly yours,

  LEHMAN BROTHERS INC.

  CREDIT
  SUISSE FIRST BOSTON LLC

  MORGAN STANLEY & CO.
  INCORPORATED

  GOLDMAN, SACHS & CO.

  UBS SECURITIES LLC

  By:

  LEHMAN BROTHERS INC.

  By:

  /s/
  Victoria Hale

  Victoria Hale

  Vice
  President