8-K

                                  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): December 31, 2004

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

          Delaware                 001-31369                   65-1051192
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      (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 5.02. Departure of Directors or Principal Officers; Election of Directors;
           Appointment of Principal Officers.

      This Current Report on Form 8-K includes as an exhibit a press release,
dated January 3, 2005, reporting that the Board of Directors of CIT Group Inc.
elected Jeffrey M. Peek, who has served as its President and Chief Executive
Officer since July 2004, as Chairman and Chief Executive Officer, effective
January 1, 2005. The previous Chairman, Albert R. Gamper, Jr., retired as
Chairman and resigned from the Board of Directors effective December 31, 2004.
The press release is attached as Exhibit 99.1.

      Mr. Peek (age 57) served as President and Chief Operating Officer from
September 2003 to July 2004 and has served as a director of CIT since September
2003. Prior to September 2003, Mr. Peek served as Vice Chairman of Credit Suisse
First Boston LLC and was responsible for the firm's Financial Services Division,
including Credit Suisse Asset Management and Private Client Services.
Immediately prior to joining Credit Suisse First Boston in 2002, Mr. Peek was
with Merrill Lynch since 1983, where he rose to the level of Executive Vice
President of Merrill Lynch & Co., Inc. and President of Merrill Lynch Investment
Managers, and served on the Executive Management Committee of Merrill Lynch &
Co.

      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: January 3, 2005


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EX-99.1

                                                                    Exhibit 99.1
[CIT Logo]

                                     Investor Contact: Valerie L. Gerard
                                                       Senior Vice President
                                                       Investor Relations
                                                       (973) 422-3284

                                     Media Contact:    Christopher J. Hardwick
                                                       Vice President
                                                       Director, Communications
                                                       (973) 597-2095


                CIT ELECTS JEFFREY M. PEEK CHAIRMAN OF THE BOARD

NEW YORK, January 3, 2005 - CIT Group Inc. (NYSE: CIT), a leading provider of
commercial and consumer finance solutions, announced that its Board of Directors
has elected President and CEO Jeffrey M. Peek as the company's Chairman and CEO,
effective January 1, 2005. He was elected the company's President and CEO in
July, 2004. The previous Chairman, Albert R. Gamper, Jr., retired on December
31, 2004.

"This has been a smooth succession and transition plan, which is a tribute to
both Al and Jeff," said Peter J. Tobin, who continues as Lead Director for CIT's
Board. "We are excited about the future direction of CIT under Jeff Peek's
leadership as he continues to build on the company's great legacy -- leveraging
the strength of CIT's brand and industry expertise and implementing a strategy
for continued long-term growth and success."

Mr. Peek commented: "An integral part of CIT's leadership over the years has
been the strength of its corporate governance. I am honored to have the
opportunity to work with Peter to lead a Board that is highly regarded and
actively engaged."

About CIT:

CIT Group Inc. (NYSE: CIT), a leading commercial and consumer finance company,
provides clients with financing and leasing products and advisory services.
Founded in 1908, CIT has approximately $50 billion in assets under management
and possesses the financial resources, industry expertise and product knowledge
to serve the needs of clients across approximately 30 industries. CIT, a Fortune
500 company and component of the S&P 500, holds leading positions in vendor
financing, factoring, equipment and transportation financing, Small Business
Administration loans, and asset-based lending. CIT, with its principal offices
in Livingston, New Jersey and New York City has approximately 5,800 employees in
locations throughout North America, Europe, Latin and South America, and the
Pacific Rim. For more information, visit www.cit.com.

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