Exhibit 24.2

      WHEREAS, The CIT Group, Inc. (the "Corporation") desires to obtain
financing in the public debt markets and in that connection desires to authorize
certain officers of the Corporation to sign on behalf of the Corporation and
certain of its directors and officers a registration statement on Form S-3, and
any amendments thereto, for the registration of securities of the Corporation
pursuant to the following resolutions under the Securities Act of 1933, as
amended (the "Securities Act"), under such terms and conditions, which may be
amended from time to time, as the President and Chief Executive Officer, the
Chief Financial Officer or the Treasurer of the Corporation (the "Authorized
Officers") may determine; and

      WHEREAS, the Corporation desires to authorize the issuance of up to $16.3
billion in debt securities;

      NOW, THEREFORE, BE IT:

      RESOLVED, that the Corporation hereby authorizes up to $16.3 billion of
debt securities to be registered, in order to offer, issue and sell from time to
time up to $16.3 billion aggregate principal amount of debt securities of the
Corporation or, if issued at an original issue discount, such greater principal
amount as shall result in an aggregate initial public offering price of $16.3
billion (all in United States dollars or an equivalent amount in another
currency or composite currency) to be made (i) directly to purchasers, (ii)
through agents designated from time to time, (iii) through underwriters or a
group of underwriters represented by one or more particular underwriter(s), or
(iv) to dealers, from and after the date hereof on a continuing basis (such
issue of debt securities or any series thereof being hereinafter sometimes
referred to in these resolutions as the "Debt Securities") under such terms and
conditions, which may be amended from time to time, as any Authorized Officer
shall determine;

      RESOLVED FURTHER, that the proper officers of the Corporation are hereby
authorized to proceed with the preparation of a registration statement on Form
S-3 (such registration statement being hereinafter referred to in these
resolutions as the "Registration Statement") for the registration under the
Securities Act of any or all of the Debt Securities, with the offering for sale
of any or all of the Debt Securities, and with such financing at such time, if
at all, within such period as any Authorized Officer shall deem appropriate;

      RESOLVED FURTHER, that each of Albert R. Gamper, Jr., Robert J. Ingato,
Anne Beroza and James Shanahan with full power to act with or without the others
is hereby authorized to sign the Registration Statement covering the
registration under the Securities Act of the Debt Securities and any and all
amendments (including post-effective amendments) to the Registration Statement,
on behalf of and as true and lawful attorney-in-fact or attorneys-in-fact for
the Corporation and on behalf of and as true and lawful attorney-in-fact or
attorneys-in-fact for the Chief Executive Officer and/or the Chief Financial
Officer and/or the Chief Accounting Officer and/or other officers of the




Corporation, including, without limitation, the Chairman and/or the Vice
Chairman and/or the President and/or each Senior Executive Vice President and/or
each Executive Vice President and/or each Senior Vice President and/or each Vice
President and/or the Treasurer and/or the Secretary and/or the Assistant
Secretary (in attestation of the corporate seal of the Corporation or
otherwise);

      RESOLVED FURTHER, that any of the Authorized Officers is hereby authorized
to approve the forms, terms and provisions of the form of Registration Statement
and the form of preliminary prospectus, and once so approved, Albert R. Gamper,
Jr., Robert J. Ingato, Anne Beroza and James Shanahan be, and with full power to
act without the others and hereby is, authorized (i) to sign, in the name and on
behalf of the Corporation, the Registration Statement and any amendments thereto
as any of them may approve, in such form as the officer executing the
Registration Statement or any such amendment may approve, with any changes as he
or she may approve, such execution to be conclusive evidence of such approval,
and (ii) to file the Registration Statement or amendment and any prospectus (a
"Prospectus") appropriate to offer the Debt Securities with the Commission;

      RESOLVED FURTHER, that each of Ernest D. Stein, Robert J. Ingato, Anne
Beroza and James Shanahan is hereby designated an agent of the Corporation to
receive any and all notices and communications from the Commission relating to
the Registration Statement, any amendments thereto and any Prospectus or
supplement thereto, and that there are hereby conferred upon Ernest D. Stein,
Robert J. Ingato, Anne Beroza and James Shanahan the powers enumerated in Rule
478 of the Securities Act;

      RESOLVED FURTHER, that each of Ernest D. Stein, Robert J. Ingato, Anne
Beroza and James Shanahan be, and hereby is, authorized to appear on behalf of
the Corporation before the Commission in connection with any matter relating to
the Registration Statement and any amendment thereto;

      RESOLVED FURTHER, that the Corporation issue and sell Debt Securities, to
be issued pursuant to the Senior Indentures or Subordinated Indentures referred
to below (i) by the Corporation directly to purchasers, or (ii) through such
underwriters, dealers, or agents (each an "Underwriter", and collectively the
"Underwriters"), acting pursuant to the Underwriting Agreement referred to
below;

      RESOLVED FURTHER, that an Underwriting Agreement, (the "Underwriting
Agreement"), between such Underwriters as an Authorized Officer may select, and
upon such terms as an Authorized Officer may approve, including any amendments
and supplements thereto, is hereby approved as an Underwriting Agreement for the
Debt Securities;

      RESOLVED FURTHER, that Indentures (the "Senior Indentures") between the
Corporation and such banks as an Authorized Officer may select (each a "Senior
Trustee"), upon such terms and conditions as an Authorized Officer may approve,




including any amendments or supplements thereto, are approved as Indentures for
the Debt Securities;

      RESOLVED FURTHER, that Indentures (the "Subordinated Indentures") between
the Corporation and such banks as an Authorized Officer may select (each a
"Subordinated Trustee"), upon such terms and conditions as an Authorized Officer
may approve, including any amendments and supplements thereto, are approved as
Indentures for the Debt Securities;

      RESOLVED FURTHER, that, subject to the limitations in the foregoing
resolutions, any Authorized Officer is hereby authorized to determine, in or
pursuant to an Officers' Certificate signed by the Chairman, Vice Chairman,
President or a Vice President, and by the Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary of the Corporation, the terms of a series of
Debt Securities to be issued from time to time pursuant to a Senior Indenture or
a Subordinated Indenture, including denominations, maturities, interest rates,
redemption provisions and issue and delivery dates to be fixed for each series
of Debt Securities at the time of issuance and any other terms of the Debt
Securities not inconsistent with these resolutions or the applicable Indenture;

      RESOLVED FURTHER, that each Authorized Officer may, in connection with the
issue of each series of Debt Securities, if other than the applicable Trustee,
(i) appoint an agent of the Corporation with the title of Registrar for the
registration and the registration of transfer and exchange of the Debt
Securities which may be issued under the applicable Indenture, (ii) appoint an
agent of the Corporation with the title of Paying Agent for the payment of the
principal of and interest on the Debt Securities which may be issued under the
applicable Indenture, and of any premium payable upon the redemption of such
series of Debt Securities, and (iii) consent to the appointment of an agent of
the Trustee with the title of Authenticating Agent for the authentication of the
Debt Securities which may be issued under the applicable Indenture;

      RESOLVED FURTHER, that, in connection with the creation of a series of
Debt Securities and the authorization of the issue and sale of Debt Securities
in such series, if so required, a supplement or supplements, including pricing
supplements, to the Prospectus be prepared and filed with the Commission, to set
forth the terms of the Debt Securities of such series approved by any Authorized
Officer;

      RESOLVED FURTHER, that the Chairman, the Vice Chairman, the President, or
any Vice President and the Secretary or any Assistant Secretary of the
Corporation be, and they hereby are, authorized to execute and attest,
respectively (by original or facsimile signatures), in the name and on behalf of
the Corporation, and under an original or a facsimile of its corporate seal, any
and all of the Debt Securities, in any one or more of the authorized
denominations (which Debt Securities shall be in such form and contain such
terms and provisions as any Authorized Officer or the officers executing and
attesting the same shall approve, the execution and attestation thereof by such
officers to be conclusive evidence of such approval) for an aggregate principal
amount not in excess




of the aggregate principal amount of the Debt Securities or any series thereof
as determined by any Authorized Officer, except as may otherwise be provided in
each Indenture, and to authenticate and deliver such Debt Securities or cause to
be authenticated and delivered pursuant to the provisions of its respective
Indenture to or on the written order of the Corporation signed by its Chairman,
Vice Chairman, President or one of its Vice Presidents and by its Treasurer, or
its Secretary, or one of its Assistant Treasurers or one of its Assistant
Secretaries;

      RESOLVED FURTHER, that if any officer of the Corporation whose original or
facsimile signature appears upon any of the Debt Securities shall cease to be
such an officer prior to the issuance of such Debt Securities, the Debt
Securities so signed or bearing such original or facsimile signature shall
nevertheless be valid;

      RESOLVED FURTHER, that it may be desirable and in the best interest of the
Corporation that the Debt Securities be from time to time qualified or
registered for sale in various states; that the Chairman, the Vice Chairman, the
President, or any Vice President and the Secretary or any Assistant Secretary
hereby are authorized to determine the states in which appropriate action shall
be taken to qualify or register for sale all or such part of the Debt Securities
as said officers may deem advisable in order to comply with the applicable laws
of any such states, and in connection therewith to execute and file all
requisite papers and documents, including without limitation, applications,
reports, surety bonds, irrevocable consents and appointments of attorneys for
service of process; and the execution by such officers of any such paper or
document or the doing by them of any act in connection with the foregoing
matters shall conclusively establish their authority therefor from the
Corporation and the approval and ratification by the Corporation of the papers
and documents so executed and the action so taken; and that the Board of
Directors hereby adopts the form of any and all resolutions required in
connection with any such applications, reports, surety bonds, irrevocable
consents and appointments of attorneys for service of process and other papers
and instruments as of the time so required if (i) in the opinion of the officers
of the Corporation so acting, the adoption of such resolutions is necessary or
advisable, and (ii) the Secretary of the Corporation evidences such adoption by
filing with the minutes of meetings of the Board of Directors copies of such
resolutions, which shall thereupon be deemed to be adopted by the Board of
Directors and incorporated in the minutes as a part of this resolution and with
the same force and effect as if presented herewith;

      RESOLVED FURTHER, that the Debt Securities may be authenticated by the
applicable Trustee (or any successor Trustee duly appointed under the applicable
Indenture with respect to the Debt Securities) or by any duly appointed
authenticating agent; provided, however, that the Debt Securities may not be
authenticated by the Corporation;

      RESOLVED FURTHER, that the Corporation is hereby authorized to issue and
sell the Debt Securities under the Corporation's Medium-Term Note Program,
denominated as its Medium-Term Notes Due 9 Months or More From Date of Issue
(the "Notes"), consisting of the Senior Notes, (the "Senior Notes") to be issued
pursuant to the




Senior Indentures and/or the Subordinated Notes ("Subordinated Notes"), to be
issued pursuant to the Subordinated Indenture (the Senior Trustees and the
Subordinated Trustee are referred to as the "Trustees" and the Senior Indentures
and the Subordinated Indenture are referred to as the "Indentures");

      RESOLVED FURTHER, that the Notes shall be sold from time to time (i) by
the Corporation directly to purchasers, (ii) through such investment banks as
may be approved from time to time by an Authorized Officer, as agents (the
"Selling Agents"), acting pursuant to the Selling Agency Agreement referred to
below and in consideration for commissions specified in or calculated or
negotiated pursuant to such Selling Agency Agreement, or (iii) through such
other agents as may be approved by the Chairman, Vice Chairman, President, or
any Vice President;

      RESOLVED FURTHER, that one or more Selling Agency Agreements, by and among
the Corporation and the Selling Agents, is hereby approved, with such changes
and amendments as the Chairman, Vice Chairman, President, or any Vice President
executing the same may approve, the execution and delivery thereof to be
conclusive evidence of such approval;

      RESOLVED FURTHER, that, subject to the provisions of the foregoing
resolutions, any Authorized Officer is hereby authorized to determine, in or
pursuant to an Officers' Certificate signed by the Chairman, Vice Chairman,
President or a Vice President, and by the Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary of the Corporation, the denominations,
maturity dates, interest rates per annum, and issue dates of the Notes and any
other terms of the Notes not inconsistent with these resolutions or the
applicable Indenture;

      RESOLVED FURTHER, that the proper officers of the Corporation are, and
each of them hereby is, empowered to approve or authorize, as the case may be,
such further action and the preparation, execution, and delivery of all of the
foregoing instruments and any further instruments and documents, and that the
proper officers of the Corporation and its counsel are hereby authorized to take
all such further action and to execute and deliver all such further instruments
and documents, in the name and on behalf of the Corporation and under its
corporate seal or otherwise, and to pay all such expenses and issue and other
taxes, as in their judgment shall be necessary, proper, or advisable in order to
fully carry out the intent and accomplish the purposes of the foregoing
resolutions and each of them; and

      RESOLVED FURTHER, that all actions heretofore or hereafter taken by any
officer or officers of the Corporation within the terms of the foregoing
resolutions are hereby ratified and confirmed as the act and deed of the
Corporation.