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

PRICING SUPPLEMENT NO. 2,

Dated September 9, 1994 to
Prospectus, dated May 11, 1994, and
Prospectus Supplement, dated May 11, 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. $200,000,000.   

Proceeds to Corporation:  99.853%

Underwriting Discount:  0.147%

Issue Price:  Variable Price Reoffer, initially at par.

Specified Currency:  U.S. Dollars.

Original Issue Date:  September 16, 1994.

Maturity Date:  September 18, 1995.

Interest Rate Basis:  Prime Rate.

Spread:  -280 basis points.

Initial Interest Rate:    The Prime Rate determined two
     Business Days prior to the Original Issue Date minus
     280 basis points.

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 September 16,
1994.


                      CS FIRST BOSTON

Form:  Global Note.

Interest Reset Date:  Each Business Day to but excluding
     the Maturity Date.

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 day 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 360.

Interest Payment Dates:  December 18, 1994, March 18, 
     1995, June 18, 1995 and September 18, 1995, provided
     that if any Interest Payment Date would otherwise
     fall on a day that is not a Business Day, then the
     Interest Payment Date will be the first following day
     that is a 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.

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

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

Minimum Interest Rate:  0.0%.

Trustee, Registrar, Authenticating and Paying Agent: 
     Society National Bank, under Indenture dated as of
     May 1, 1994 between the Trustee and the Corporation.


                       UNDERWRITING

     CS First Boston Corporation (the "Underwriter"), is
     acting as principal in this transaction.

     Subject to the terms and conditions set forth in a
     Terms Agreement dated September 9, 1994 (the "Terms
     Agreement"), between the Corporation and the
     Underwriter, and a Selling Agency Agreement, dated
     May 12, 1994, between the Corporation and Lehman
     Brothers, Lehman Brothers Inc., CS First Boston
     Corporation, Goldman, Sachs & Co., Merrill Lynch &
     Co., Merrill Lynch, Pierce, Fenner & Smith
     Incorporated, Morgan Stanley & Co. Incorporated, and
     UBS Securities Inc., the Corporation has agreed to
     sell to the Underwriter, and the Underwriter has
     agreed to purchase, $200,000,000 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.