Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Hayes Rejji P
 2. Date of Event Requiring Statement (Month/Day/Year)
06/20/2014		 3. Issuer Name and Ticker or Trading Symbol
ITC Holdings Corp. [ITC]
(Last)
(First)
(Middle)
27175 ENERGY WAY		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP, Treasurer & Interim CFO
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NOVI, MI 48377		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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 12,759
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 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
Employee Stock Option (Right to Buy)   (1) 05/22/2022 Common Stock Without Par Value 19,740 $ 23.58 D  
Employee Stock Option (Right to Buy)   (2) 05/14/2023 Common Stock Without Par Value 15,990 $ 29.31 D  
Employee Stock Option (Right to Buy)   (3) 05/20/2024 Common Stock Without Par Value 12,912 $ 36.73 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hayes Rejji P
27175 ENERGY WAY
NOVI, MI 48377		       VP, Treasurer & Interim CFO  

Signatures

/s/ Rejji P. Hayes 06/27/2014
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) These stock options were granted on May 22, 2012 and become exercisable in three equal installments beginning on the first anniversary of the grant date so long as the receipient remains an employee.
(2) These stock options were granted on May 14, 2013 and become exercisable in three equal installments beginning on the first anniversary of the grant date so long as the receipient remains an employee.
(3) These stock options were granted on May 20, 2014 and become exercisable in three equal installments beginning on the first anniversary of the grant date so long as the receipient remains an employee.

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