FORM 5 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Form 3 Holdings Reported Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN 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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1. Name and Address of Reporting Person * Welch Joseph L 2. Issuer Name and Ticker or Trading Symbol ITC Holdings Corp. [ITC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President & CEO (Last) (First) (Middle) 27175 ENERGY WAY 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2009 (Street) NOVI, MI 48377 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Reporting (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 Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Amount (A) or (D) Price Common Stock, without par value 02/19/2008   A4 15,277 (1) A $ 0 220,344 D   Common Stock, without par value 03/17/2008   A4 88 (2) A $ 0 220,432 D   Common Stock, without par value 06/16/2008   A4 80 (2) A $ 0 220,512 D   Common Stock, without par value 09/16/2008   A4 84 (2) A $ 0 220,596 D   Common Stock, without par value 12/15/2008   A4 118 (2) A $ 0 220,714 D   Common Stock, without par value 03/16/2009   A4 88 (2) A $ 0 220,802 D   Common Stock, without par value 06/15/2009   A4 73 (2) A $ 0 220,875 D   Common Stock, without par value 09/15/2009   A4 73 (2) A $ 0 220,948 D   Common Stock, without par value 12/15/2009   A4 67 (2) A $ 0 221,015 D Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Welch Joseph L 27175 ENERGY WAY NOVI, MI 48377	  X	Â	  President & CEO	Â

Signatures

Joseph L. Welch		04/08/2010
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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)	Grant of deferred stock units, fully vested at the time of the grant and settled in three equal annual installments beginning February 19, 2009, as described in a deferred stock unit agreement dated February 19, 2008 (under the 2006 Long Term Incentive Plan).
(2)	Paid pursuant to dividend equivalent rights, described in the deferred stock unit agreement, based on the fair market value of the common stock at the time of the dividend. The dividend equivalent rights settle in equal installments beginning February 19, 2009.

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