ITC Holdings Corp.
May 17, 2018
VIA EDGAR
| Re: | ITC Holdings Corp. |
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| Registration Statement on Form S-4 Filed May 9, 2018 |
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| File No.: 333-224814 |
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Mara L. Ransom
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933 (the “Securities Act”), as amended, ITC Holdings Corp., a Michigan corporation (“ITC Holdings” or the “Issuer”), hereby requests that the effective date of the above-referenced Registration Statement on Form S-4 be accelerated so that it may become effective at 10:00 a.m., Washington, D.C. time, on May 21, 2018, or as soon as possible thereafter.
We request that we be notified of such effectiveness by telephone call to Risë Norman of Simpson Thacher & Bartlett LLP at (212) 455-3080.
| Very truly yours, | ||
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| ITC Holdings Corp. | ||
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| By: | /s/ Gretchen L. Holloway | |
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| Name: | Gretchen L. Holloway |
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| Title: | Senior Vice President and Chief Financial Officer |