ITC Holdings Corp.
ITC Holdings Corp. (Form: 3, Received: 07/25/2005)
FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Ironhill Transmission, LLC

2. Date of Event Requiring Statement (MM/DD/YYYY)
7/25/2005 

3. Issuer Name and Ticker or Trading Symbol

ITC Holdings Corp. [ITC]

(Last)        (First)        (Middle)

GREENBAUM, ROWE, SMITH & DAVIS, LLP, P.O. BOX 5600, ATTN. RAYMOND FELTON

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

_____ Director                                __ X __ 10% Owner
_____ Officer (give title below)                _____ Other (specify below)

(Street)

WOODBRIDGE,NJ 07095       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

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

___ Form filed by One Reporting Person
_ X _ 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, without par value   29621567   I   See footnotes   (1) (2)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  The 29,621,567 shares in the above table reflects the 3.34-for-one stock split effected immediately prior to the completion of the ITC Holdings Corp. initial public offering.
( 2)  International Transmission Holdings Limited Partnership ("ITHLP") directly owns the 29,621,567 shares of the common stock reported in the above table. Ironhill Transmission, LLC is the general partner of ITHLP and, therefore, may be deemed to be the beneficial owner of the shares of common stock held by ITHLP.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Ironhill Transmission, LLC
GREENBAUM, ROWE, SMITH & DAVIS, LLP
P.O. BOX 5600, ATTN. RAYMOND FELTON
WOODBRIDGE, NJ 07095

X

International Transmission Holdings Limited Partnership
GREENBAUM, ROWE, SMITH & DAVIS, LLP
P.O. BOX 5600, ATTN. RAYMOND FELTON
WOODBRIDGE, NJ 07095

X

Signatures
________________, Manager 7/25/2005
** Signature of Reporting Person Date

_________________________, Manager of Ironhill Transmission, LLC, which is the General Partner of International Transmission Holdings Limited Partnership 7/25/2005
** 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 control number.


End of Filing
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