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): May 6, 2009

CIT GROUP INC.

(Exact name of registrant as specified in its charter)

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

505 Fifth Avenue
New York, New York 10017 (Address of registrant’s principal executive office)

Registrant’s telephone number, including area code: (212) 771-0505

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))

Section 8 – Other Events

Item 8.01. Other Events.

Dividend Declared

        This Current Report on Form 8-K includes as an exhibit a press release, dated May 6, 2009, reporting that the Board of Directors of CIT Group Inc. declared (a) a cash dividend in the amount of $1.093750 per share on the Company’s Series C preferred stock for the quarter ended March 31, 2009, payable on June 15, 2009 to holders of record on May 29, 2009, and (b) a cash dividend in the amount of $12.500000 per share on the Company’s Series D preferred stock for the quarter ended March 31, 2009, payable on May 15, 2009 to holders of record at the close of business April 30, 2009. The press release is attached as Exhibit 99.1.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

        99.1         Press release issued by CIT Group Inc. on May 6, 2009.

        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, 2008 and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2009. 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.

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/ Joseph M. Leone
	Joseph M. Leone Vice Chairman & Chief Financial Officer

Dated: May 6, 2009

EX-99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

CIT DECLARES PREFERRED SERIES C AND SERIES D DIVIDENDS

        NEW YORK – May 6, 2009 – CIT Group Inc. (NYSE: CIT), a leading provider of financing to small businesses and middle market companies, today announced that its Board of Directors declared quarterly cash dividends on certain of its outstanding preferred stock:

s Series C preferred stock - $1.093750 per share payable June 15, 2009, to holders of record at the close of business May 29, 2009.

s Series D preferred stock - $12.500000 per share payable May 15, 2009 to holders of record at the close of business April 30, 2009.

        CIT management intends to recommend that the Board of Directors declare the Series A and Series B preferred dividends payable June 15, 2009, subject to successful execution of the Alternate Payment Mechanism, which requires the sale of common stock in an amount sufficient to cover such dividends.

EDITOR’S NOTE:

Individuals interested in receiving corporate news releases can register at http://newsalerts.cit.com or subscribe to the RSS feed at http://rss.cit.com. In addition, CIT podcasts are available at www.5minutecapital.com.

About CIT

CIT (NYSE: CIT) is a bank holding company with more than $60 billion in finance and leasing assets that provides financial products and advisory services to small and middle market businesses. Operating in more than 50 countries across 30 industries, CIT provides an unparalleled combination of relationship, intellectual and financial capital to its customers worldwide. CIT maintains leadership positions in small business and middle market lending, retail finance, aerospace, equipment and rail leasing, and vendor finance. Founded in 1908 and headquartered in New York City, CIT is a member of the S&P 500 and Fortune 500. www.cit.com

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MEDIA RELATIONS:
C. Curtis Ritter
Director of External Communications & Media Relations
(212) 461-7711
curt.ritter@cit.com

INVESTOR RELATIONS:
Ken Brause
Executive Vice President
(212) 771-9650
ken.brause@cit.com