X0202 4 2005-07-29 0 0001317630 ITC Holdings Corp. ITC 0001331918 Eisenberg Lewis M C/O GREENBAUM, ROWE, SMITH & DAVIS LLP 99 WOOD AVENUE SOUTH, ATTN. R. FELTON WOODBRIDGE NJ 07095 1 0 1 0 Common Stock, without par value 2005-07-29 4 S 0 11875000 23.00 D 17746567 I See footnote International Transmission Holdings Limited Partnership ("ITHLP") owns all of the 11,875,000 shares of common stock reported as disposed of in the above table. Mr. Eisenberg is the sole member of the General Partner of ITHLP and, therefore, may be deemed to be the beneficial owner of the shares of common stock held by ITHLP. Lewis Eisenberg 2005-07-29