Rule 424(b)(3)
                         Registration Statement
                         No. 33-58418

PRICING SUPPLEMENT NO. 2,

Dated May 4, 1994, to
Prospectus, dated March 25, 1993, and Prospectus
Supplement, dated April 25, 1994.

               THE CIT GROUP HOLDINGS, INC.
              MEDIUM-TERM FLOATING RATE NOTES
        DUE NINE MONTHS OR MORE FROM DATE OF ISSUE

(X) Senior Note               ( ) Senior Subordinated Note


Principal Amount:  U.S. $30,000,000.    

Proceeds to Corporation:  $29,970,000.

Underwriting Discount:  0.10%.

Issue Price:  Variable Price Reoffer, initially at par.

Specified Currency:  U.S. Dollars.

Original Issue Date:  May 11, 1994.

Maturity Date:  May 11, 1998.

Interest Rate Basis:  Treasury Rate.

Index Maturity:  Three Months.

Spread:  +30 basis points.

Interest Rate Calculation:  (i) From and including May 11,
     1994 to but excluding May 13, 1996, Treasury Rate
     plus thirty basis points, and (ii) from and including
     May 13, 1996 to but excluding May 11, 1998, 7.00%.

Initial Interest Rate:  4.438%.

The Notes are offered by the Underwriter, as specified
herein, subject to receipt and acceptance by it and
subject to its right to reject any order in whole or in
part.  It is expected that the Notes will be ready for
delivery in book-entry form on or about May 11, 1994.

            FIRST CHICAGO CAPITAL MARKETS, INC.



Form:  Global Note.

Accrual of Interest:  Accrued interest from the Original 
     Issue Date or from the last date to which interest
     has been paid or duly provided for with respect to
     any Note will be calculated by multiplying the face
     amount of such Note by an accrued Interest Factor.
     This accrued Interest Factor will be computed by
     adding the Interest Factors calculated for each day
     from the Original Issue Date or from the last date to
     which interest has been paid or duly provided for up
     to the date for which accrued interest is being
     calculated.  The "Interest Factor" for any Note for
     each such day will be computed by dividing the
     interest rate applicable to such day by the actual
     number of days in the applicable year.

Interest Payment Dates:  The eleventh day of each 
     February, May, August and November, commencing August
     11, 1994, provided that if any Interest Payment Date
     is not a Business Day, then interest will be paid on
     the next succeeding Business Day.

     Interest payments will include the amount of interest
     accrued from and including the most recent Interest
     Payment Date to which interest has been paid (or from
     and including the Original Issue Date) to but
     excluding the applicable Interest Payment Date.

Interest Determination Date:  Two Business Days prior to 
     each Interest Reset Date.

Interest Reset Date:  The eleventh day of each February, 
     May, August and November, commencing August 11, 1994,
     provided that if any Interest Reset Date is not a
     Business Day, then the Interest Reset Date will be
     the next succeeding Business Day.

Calculation Date:  The earlier of (i) the fifth Business
     Day after each Interest Determination Date, or (ii)
     the Business Day next preceding the applicable
     Interest Payment Date.

Redemption Provisions:  The Notes are not redeemable prior
     to May 13, 1996 and are not entitled to any sinking
     fund.  The Notes may be redeemed at the option of the
     Corporation on May 13, 1996 or at any time thereafter
     upon giving not less than thirty (30) days prior
     written notice to the holder of the Notes and to the
     Trustee.



Maximum Interest Rate:  Not Applicable.

Minimum Interest Rate:  0.00%.

Other Provisions:

     "Treasury Rate" means, with respect to any Interest
     Determination Date, the rate for the auction of
     direct obligations of the United States ("Treasury
     bills") held on the applicable Interest Determination
     Date, or the most recent auction immediately prior
     thereto, having the Index Maturity specified above as
     such rate is published by the Board of Governors of
     the Federal Reserve System (the "Federal Reserve
     Board") in "Statistical Release H.15(519), Selected
     Interest Rates", or any successor publication of the
     Federal Reserve Board ("H.15(519)"), under the
     heading "Treasury bills - auction average
     (investment)".  If the Treasury Rate has not been so
     published by 9:00 a.m., New York City time, on the
     Calculation Date pertaining to such Interest
     Determination Date, the "Treasury Rate" shall be the
     bond equivalent of the secondary market quote for the
     Treasury bills closest to the Index Maturity
     specified above as such rate is published by the
     Federal Reserve Board in H.15(519) under the heading
     "Treasury bills - secondary market quote".

     "Business Day" means any day, other than a Saturday
     or Sunday, that is neither a legal holiday nor a day
     on which banking institutions are generally
     authorized or required by law or regulation to close
     in The City of New York.

Trustee, Registrar, Authenticating and Paying Agent: 
     The Chase Manhattan Bank (National Association),
     under Indenture dated as of October 24, 1984 between
     the Trustee and the Corporation.



                       UNDERWRITING

     First Chicago Capital Markets, Inc. (the
     "Underwriter"), is acting as principal in this
     transaction.

     Subject to the terms and conditions set forth in a
     Terms Agreement dated May 4, 1994 (the "Terms
     Agreement"), between the Corporation and the
     Underwriter, and a Letter Agreement, dated May 4,



     1994, between the Corporation and the Underwriter,
     incorporating the terms of a Selling Agency
     Agreement, dated March 25, 1993, between the
     Corporation and Merrill Lynch & Co., Merrill Lynch,
     Pierce, Fenner & Smith Incorporated, The First Boston
     Corporation, Goldman, Sachs & Co., Morgan Stanley &
     Co. Incorporated, Shearson Lehman Brothers Inc.
     (currently known as Lehman Brothers Inc.), and UBS
     Securities Inc., the Corporation has agreed to sell
     to the Underwriter, and the Underwriter has agreed to
     purchase, $30,000,000 principal amount of the Notes.

     Under the terms and conditions of the Terms
     Agreement, the Underwriter is committed to take and
     pay for all of the Notes, if any are taken.

     The Underwriter has advised the Corporation that it
     proposes to offer the Notes for sale from time to
     time in one or more transactions (which may include
     block transactions), in negotiated transactions or
     otherwise, or a combination of such methods of sale,
     at market prices prevailing at the time of sale, at
     prices related to such prevailing market prices or at
     negotiated prices.  The Underwriter may effect such
     transactions by selling the Notes to or through
     dealers, and such dealers may receive compensation in
     the form of underwriting discounts, concessions or
     commissions from the Underwriter and/or the
     purchasers of the Notes for whom they may act as
     agent.  In connection with the sale of the Notes, the
     Underwriter may be deemed to have received
     compensation from the Corporation in the form of
     underwriting discounts, and the Underwriter may also
     receive commissions from the purchasers of the Notes
     for whom they may act as agent.  The Underwriter and
     any dealers that participate with the Underwriter in
     the distribution of the Notes may be deemed to be
     underwriters, and any discounts or commissions
     received by them and any profit on the resale of the
     Notes by them may be deemed to be underwriting
     discounts or commissions.

     The Notes are a new issue of securities with no
     established trading market.  The Corporation
     currently has no intention to list the Notes on any
     securities exchange.  The Corporation has been
     advised by the Underwriter that it intends to make a
     market in the Notes but is not obligated to do so and
     may discontinue any market making at any time without
     notice.  No assurance can be given as to the
     liquidity of the trading market for the Notes.



     The Corporation has agreed to indemnify the
     Underwriter against certain liabilities, including
     liabilities under the Securities Act of 1933, as
     amended.