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 18, 2008 (December 17, 2008)

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

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

505 Fifth Avenue
New York, New York 10017

(Address of principal executive offices) (Zip Code)

______________________________________

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions:

¨     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))

Item 8.01 Other Events

     On December 17, 2008, CIT Group Inc. (“CIT”) announced that it had priced its previously announced offering of its common stock at $4.00 per share and increased the size of the offering from $250 million to $300 million.

      A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.
	(d)	Exhibits.
Exhibit
No.		Description of Exhibit
99.1	Press release dated December 17, 2008.

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.

Date: December 18, 2008

CIT GROUP INC.
By:	/s/ Glenn A. Votek
	Name: Glenn A. Votek
	Title: Executive Vice President and Treasurer

                                     EXHIBIT INDEX

Exhibit
No.	Description of Exhibit
99.1	Press release dated December 17, 2008.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

CIT PRICES COMMON STOCK OFFERING AND INCREASES OFFERING SIZE TO $300 MILLION

     NEW YORK – December 17, 2008 – CIT Group Inc. (NYSE: CIT), a leading commercial finance company, announced today that it had upsized its previously announced offering of its common stock from $250 million to $300 million, and announced the pricing of the offering. CIT has also granted the underwriters for the offering an over-allotment option to purchase up to $45 million in additional shares of common stock. The offering is being conducted as a public offering registered under the Securities Act of 1933, as amended.

     The common stock offering was priced at $4.00 per share. CIT estimates that the net proceeds from the common stock offering will be approximately $285 million after deducting underwriting discounts and commissions, but before expenses (or approximately $328 million if the underwriters exercise in full their over-allotment option to purchase additional shares of common stock). CIT intends to use the net proceeds for general corporate purposes.

     The closing of the common stock offering is conditioned on CIT’s application to become a bank holding company under the Bank Holding Company Act of 1956, as amended, being approved by the Board of Governors of the Federal Reserve System.

     J.P. Morgan Securities Inc., Morgan Stanley & Co. Incorporated, Banc of America Securities LLC and Citi are serving as joint bookrunning managers of this offering. The offering is being made under CIT’s shelf registration statement filed with the Securities and Exchange Commission.

     Any offer of securities will be made by means of the prospectus supplement and accompanying prospectus. When available, copies of the prospectus supplement and accompanying prospectus can be obtained by contacting J.P. Morgan Securities Inc. at (718) 242-8002 or Morgan Stanley & Co. Incorporated toll free at (866) 718-1649.

     This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About CIT

CIT (NYSE: CIT) is a global commercial finance company that provides financial products and advisory services to more than one million customers in over 50 countries across 30 industries. A leader in middle market financing, CIT has more than $70 billion in managed assets and provides financial solutions for more than half of the Fortune 1000. A member of the S&P 500 and Fortune 500, it maintains leading positions in asset-based, cash flow and Small Business Administration lending, equipment leasing, vendor financing and factoring. The CIT brand platform, Capital Redefined, articulates its value proposition of providing its customers with the relationship, intellectual and financial capital to yield infinite possibilities. Founded in 1908, CIT is celebrating its Centennial throughout 2008.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of applicable federal securities laws, including the Private Securities Litigation Reform Act of 1995, that are based upon our current expectations and assumptions concerning future events, which are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated. The words “plan,” “will,” “expect,” “may,” “would,” or the negative of any of those words or similar expressions are intended to identify forward-looking statements. All statements contained in this press release, other than statements of historical fact, including without limitation, statements about our plans, strategies, prospects and expectations regarding the common stock offering, equity unit exchange or the notes exchange or related future events, are forward-looking statements that involve certain risks and uncertainties. While these statements represent our current judgment on what the future may hold, and we believe these judgments are reasonable, these statements are not guarantees of any events or financial results, and our actual results may differ materially due to numerous important factors that are described in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2007, as updated by our subsequent Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K. Many of these risks, uncertainties and assumptions are beyond our control, and may cause our actual results to differ materially from our expectations. Important factors that could cause our actual results to be materially different from our expectations; the ability to satisfy the conditions to the

common stock offering; and the success, or lack thereof, of the transactions and other initiatives described in this press release, including our application to the Federal Reserve to become a bank holding company, the submission of our application to the U.S. Treasury to participate in the Capital Purchase Program by selling perpetual preferred stock to the U.S. Treasury, and our application to the Federal Deposit Insurance Corporation to participate in the Temporary Liquidity Guarantee Program. Accordingly, you should not place undue reliance on the forward-looking statements contained in this press release. These forward-looking statements speak only as of the date on which the statements were made. CIT undertakes no obligation to update publicly or otherwise revise any forward-looking statements, except where expressly required by law.

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CIT MEDIA RELATIONS:

C. Curtis Ritter
Vice President
Director of External Communications & Media Relations
(212) 461-7711
Curt.Ritter@cit.com

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