Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 19, 2009, the Compensation Committee (the "Committee") of the Board of Directors of ITC Holdings Corp. (the "Company") approved an increase to the base salary of Daniel J. Oginsky, effective immediately. Mr. Oginsky's new base salary is $270,000; his previous base salary was $228,000. In making this salary adjustment, the Committee considered Mr. Oginsky's promotion from Vice President and General Counsel to Senior Vice President and General Counsel, in conjunction with the results of a salary benchmarking study conducted by the Committee's compensation consultant.

Item 8.01 Other Events.

On May 20, 2009, the Company issued a press release announcing the declaration of a dividend to its common shareholders. The press release is attached as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 ITC Holdings Corp. Press Release dated May 20, 2009

---

Top of the Form