UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): November 30, 2004

                                 CIT GROUP INC.
                                 --------------
             (Exact name of registrant as specified in its charter)

    Delaware                        001-31369                     65-1051192
    --------                        ---------                     ----------
(State or other                   (Commission                   (IRS Employer
jurisdiction of                   File Number)               Identification No.)
 incorporation)

                                   1 CIT Drive
                          Livingston, New Jersey 07039
                          ----------------------------
              (Address of registrant's principal executive office)

       Registrant's telephone number, including area code: (973) 740-5000

                                 Not Applicable
          -------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)

                                -----------------

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))

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Item 1.02. Material Agreements.

      CIT Group Inc. has adopted the CIT Group Inc. Deferred Compensation Plan,
dated November 30, 2004 (the "Plan"), which it is offering to senior executives
beginning December 1, 2004. The Plan was approved by the Compensation Committee
of the Board of Directors and is attached as Exhibit 99.1.

      Approximately 150 senior officers of CIT, including senior U.S. employees
of CIT who work 20 hours or more a week and senior non-U.S. employees whose
eligibility is approved by the Employee Benefit Plans Committee of CIT (the
"Committee"), are eligible to participate in the Plan ("Participants"). Under
the Plan, CIT will provide Participants with the opportunity to elect to defer
payment of a portion of their base pay and certain incentive payments. CIT's
obligations under the Plan will be unsecured general obligations to pay the
deferred compensation in the future in accordance with the terms of the Plan.
Payment of the Participants' deferrals under the Plan will be made directly
either from the general funds of CIT or a "rabbi trust" created by CIT for the
purpose of informally funding the Plan. No special or separate fund will be
established and no other segregation of assets will be made to assure payment.
Participants may not transfer or assign, or subject to alienation, anticipation,
sale, pledge, encumbrance, garnishment, attachment, levy, execution or other
legal or equitable process, nor subject to the debts, contracts, liabilities or
engagements, or torts of any Participant, any right, title or interest in the
Plan. Payment rights of a Participant's deferrals under the Plan will be no
greater than the right of an unsecured general creditor of CIT.

      The amount of compensation to be deferred by each Participant will be
determined in accordance with the Plan based on the elections by each
Participant. Participants in the Plan will make deferral elections during the
annual enrollment period established by the Committee. A Participant may elect
to defer up to twenty percent of his or her base salary for the plan year, with
a minimum deferral of five percent, in whole percentages only. A Participant may
elect to defer a percentage of up to 75 percent or a fixed dollar amount (which
may not exceed 75 percent), of either his or her annually-paid performance-based
bonus or quarterly-paid performance-based bonus. CIT will make "makeup
contributions" under the Plan equal to the difference between Participants'
matching contributions under the CIT Savings Incentive Plan as if the
Participant made no deferral election under the Plan and the Participants'
actual matching contribution for the plan year.

      Participants' deferrals under the Plan will be payable upon separation
from service (in a lump sum or up to fifteen annual installments), commencing in
a specified calendar year (in a lump sum or up to five annual installments), or
in case of the Participant's death, disability, or unforeseeable emergency. A
Participant will only be entitled to receive a distribution in annual
installments, if at the time of the Participant's separation from service the
Participant has completed five years of participation in the Plan, or the
Participant has completed four years of participation in the Plan and incurs an
involuntary termination of employment due to (i) a reduction in force, (ii)
corporate downsizing, (iii) change in operations, (iv) permanent facility
relocation or closing, or (v) other job elimination.

      The payment amount of a Participant's deferrals under the Plan will be
determined in accordance with the terms of the Plan based on the amount of
compensation deferred by the Participant and the Participant's deemed investment
elections. Deferrals will be deemed to be invested in one or more investment
alternatives chosen by the Participant from a menu provided by CIT, and will be
adjusted to reflect the positive or negative investment experience of the
investment, but do not represent any ownership right with respect to investment
alternatives. CIT is not required to make actual investments corresponding to
investment alternatives and has the sole and exclusive authority to invest any
or all amounts deferred under the Plan in any manner, regardless of the
Participant's elections.

      The Plan is administered by the Committee, which has the authority, inter
alia, to construe and interpret the Plan in its sole and absolute discretion, to
provide rules and regulations relating to the administration of the Plan, and to
make all other determinations necessary or advisable for the administration of
the Plan. However, material modifications to the Plan must be approved by the
Compensation Committee of CIT's Board of Directors. The Plan may not be
suspended, amended,


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modified, or terminated within twenty-four months following a "change of
control" without the consent of the majority of the Participants, without regard
to the Participants' individual account balances.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

      99.1  Deferred Compensation Plan, dated November 30, 2004 (incorporated by
            reference to Exhibit 4.1 to the Registration Statement on Form S-8
            filed by CIT on November 30, 2004).

      This document contains "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. All forward-looking
statements (including statements regarding future financial and operating
results) involve risks, uncertainties and contingencies, many of which are
beyond CIT's control, which may cause actual results, performance, or
achievements to differ materially from anticipated results, performance, or
achievements. All statements contained in this document that are not clearly
historical in nature are forward-looking, and the words "anticipate," "believe,"
"expect," "estimate," "plan," and similar expressions are generally intended to
identify forward-looking statements. Economic, business, funding market,
competitive and/or regulatory factors, among others, affecting CIT's businesses
are examples of factors that could cause actual results to differ materially
from those described in the forward-looking statements. More detailed
information about these factors are described in CIT's filings with the
Securities and Exchange Commission, including its Annual Report on Form 10-K for
the year ended December 31, 2003 and its Quarterly Report on Form 10-Q for the
quarter ended September 30, 2004. CIT is under no obligation to (and expressly
disclaims any such obligation to) update or alter its forward-looking
statements, whether as a result of new information, future events or otherwise.


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                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                       CIT GROUP INC.
                                       (Registrant)

                                       By: /s/ William J. Taylor
                                           -------------------------------------
                                           William J. Taylor
                                           Executive Vice President & Controller
                                           (Chief Accounting Officer)

Dated: December 6, 2004


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