REVISED
                                    Rule 424(b)(3)
                                    Registration Statement
                                    No. 33-58107

PRICING SUPPLEMENT NO. 5,

Dated July 9,1996, to
Prospectus,  dated May 13, 1996 and
Prospectus Supplement, dated May 15, 1996.

                          THE CIT GROUP HOLDINGS, INC.
                             6.50% MEDIUM-TERM 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:  99.734% or $199,468,000.

Underwriting Discount:  .107%.

Issue Price:  Variable price reoffer, initially at 99.841%

Original Issue Date:  July 12, 1996.

Maturity Date:  July 13, 1998.

Interest Rate Per Annum:  6.50%.

Interest  Payment  Dates:  Each July 13 and January 13,  commencing  January 13,
1997,  provided  that if any such day is not a Business Day, the payment will be
made on the next  succeeding  Business  Day as if it were  made on the date such
payment  was due,  and no  interest  will  accrue on the amount  payable for the
period from and after such  Interest  Payment Date or the Maturity  Date, as the
case may be.

      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.

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 July 12, 1996.

                           CS FIRST BOSTON CORPORATION




Form:  Global Note.

Specified Currency:  U.S. Dollars.

Trustee, Registrar, Authenticating and Paying Agent:
      The First  National Bank of Chicago,  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 Term  Sheet  and
      Agreement  dated  July  9,  1996  (the  "Terms  Agreement"),  between  the
      Corporation  and the  Underwriter,  incorporating  the  terms of a Selling
      Agency  Agreement  dated May 15, 1996,  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, Salomon Brothers Inc, and
      UBS Securities LLC, the Corporation has agreed to sell to the Underwriter,
      and  the  Underwriter  has  agreed  to  purchase,  $200,000,000  aggregate
      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 it 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 it 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.

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      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.



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