Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
PARRS MARIANNE M
  2. Issuer Name and Ticker or Trading Symbol
CIT GROUP INC [CIT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O CIT GROUP INC., 1 CIT DRIVE, #3251-9
3. Date of Earliest Transaction (Month/Day/Year)
12/10/2009
(Street)

LIVINGSTON, NJ 07039
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/10/2009   J(1)   35,923.8671 D $ 0 0 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option (Right to Buy) $ 3.19 12/10/2009   J(1)     51,887   (2) 05/12/2016 Common Stock 51,887 $ 0 0 D  
Option (Right to Buy) $ 13.13 12/10/2009   J(1)     11,250   (2) 05/06/2015 Common Stock 11,250 $ 0 0 D  
Option (Right to Buy) $ 60.22 12/10/2009   J(1)     2,250   (3) 05/08/2014 Common Stock 2,250 $ 0 0 D  
Option (Right to Buy) $ 54.51 12/10/2009   J(1)     2,500   (4) 05/09/2013 Common Stock 2,500 $ 0 0 D  
Option (Right to Buy) $ 21.05 12/10/2009   J(1)     12,472 01/21/2004(5) 01/21/2013 Common Stock 12,472 $ 0 0 D  
Option (Right to Buy) $ 22.75 12/10/2009   J(1)     4,375 05/28/2004(6) 05/28/2013 Common Stock 4,375 $ 0 0 D  
Option (Right to Buy) $ 34.43 12/10/2009   J(1)     4,091 05/12/2005(7) 05/12/2014 Common Stock 4,091 $ 0 0 D  
Option (Right to Buy) $ 40.07 12/10/2009   J(1)     3,462 05/11/2006(8) 05/11/2015 Common Stock 3,462 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
PARRS MARIANNE M
C/O CIT GROUP INC.
1 CIT DRIVE, #3251-9
LIVINGSTON, NJ 07039
  X      

Signatures

 James P. Shanahan, Attorney-in-Fact for Ms. Parrs   12/14/2009
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Pursuant to the Modified Second Amended Prepackaged Plaln of Reorganization of CIT Group Inc. and CIT Group Funding Company of Delaware LLC, which was approved by the United States Bankruptcy Court for the Southern District of New York, the common stock, par value $0.01 per share, of CIT Group Inc. was cancelled without value upon CIT's emergence from bankruptcy on December 10, 2009
(2) Options vest and become exercisable in three equal installments on each of the 1st, 2nd, and 3rd anniversaries of the grant date.
(3) Options vest in three equal installments on the first, second, and third anniversaries of the grant date and shall be fully vested on May 8, 2010.
(4) Options vest in increments of 1/3 for a period of 3 years, commencing May 9, 2007.
(5) Options vest on the anniversary of the grant date in increments of 1/3 each year for a period of 3 years, commencing on January 21, 2004.
(6) Options vest on the anniversary of the grant date in increments of 1/3 each year for a period of 3 years, commencing on May 28, 2004.
(7) Options vest on the anniversary of the grant date in increments of 1/3 each year for a period of 3 years, commencing on May 12, 2 005.
(8) Options vest on the anniversary of the grant date in increments of 1/3 each year for a period of 3 years, commencing on May 11, 2 006.

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