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
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
STERNBERG SEYMOUR
  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
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)   24,838.9227 D $ 0 0 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

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) (2) $ 2.91 12/10/2009   J(1)     15,000 10/16/2009 10/16/2015 Common Stock 15,000 $ 0 0 D  
Option (Right to Buy) $ 3.19 12/10/2009   J(1)     42,453   (3) 05/12/2016 Common Stock 42,453 $ 0 0 D  
Option (Right to Buy) $ 13.13 12/10/2009   J(1)     11,250   (3) 05/06/2015 Common Stock 11,250 $ 0 0 D  
Option (Right to Buy) (2) $ 13.13 12/10/2009   J(1)     3,750 05/06/2009(4) 05/06/2015 Common Stock 3,750 $ 0 0 D  
Option (Right to Buy) $ 60.22 12/10/2009   J(1)     2,250   (5) 05/08/2014 Common Stock 2,250 $ 0 0 D  
Option (Right to Buy) $ 54.51 12/10/2009   J(1)     2,500   (6) 05/09/2013 Common Stock 2,500 $ 0 0 D  
Option (Right to Buy) $ 50.94 12/10/2009   J(1)     1,407 12/12/2006(7) 12/12/2015 Common Stock 1,407 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
STERNBERG SEYMOUR
C/O CIT GROUP INC.
1 CIT DRIVE
LIVINGSTON, NJ 07039
  X      

Signatures

 /s/ James P. Shanahan, Attorney-in-Fact for Mr. Sternberg   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) Filer elected to receive options in lieu of cash compensation.
(3) Options vest and become exercisable in three equal installments on each of the 1st, 2nd, and 3rd anniversaries of the grant date.
(4) Options shall fully vest on 5/6/2009, the 1st anniversary of grant date.
(5) 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.
(6) Options vest in increments of 1/3 for a period of 3 years, commencing May 9, 2007.
(7) Vests in equal installments on the anniversary of grant date for 3 years, commencing 12/12/2006.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.