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 *
TOBIN PETER J
  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)   29,875 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)     13,750   (2) 05/06/2015 Common Stock 13,750 $ 0 0 D  
Option (Right to Buy) $ 60.22 12/10/2009   J     2,750   (3) 05/08/2014 Common Stock 2,750 $ 0 0 D  
Option (Right to Buy) $ 54.51 12/10/2009   J(1)     3,056   (4) 05/09/2013 Common Stock 3,056 $ 0 0 D  
Option (Right to Buy) (5) (6) (7) (8) $ 51.92 12/10/2009   J(1)     4,129 07/02/2002 11/18/2009 Common Stock 4,129 $ 0 0 D  
Option (Right to Buy) (9) (10) (11) (12) $ 47.52 12/10/2009   J(1)     1,955 07/02/2002 01/26/2010 Common Stock 1,955 $ 0 0 D  
Option (Right to Buy) (13) (14) (15) (16) $ 52.68 12/10/2009   J(1)     1,807 07/02/2002 01/24/2011 Common Stock 1,807 $ 0 0 D  
Option (Right to Buy) $ 22.2 12/10/2009   J(1)     4,158 08/14/2003(17) 08/14/2012 Common Stock 4,158 $ 0 0 D  
Option (Right to Buy) $ 22.75 12/10/2009   J     5,625 05/28/2004(18) 05/28/2013 Common Stock 5,625 $ 0 0 D  
Option (Right to Buy) $ 34.43 12/10/2009   J(1)     5,000 05/12/2005(19) 05/12/2014 Common Stock 5,000 $ 0 0 D  
Option (Right to Buy) $ 23 12/10/2009   J(1)     9,000 07/02/2005(20) 07/02/2012 Common Stock 9,000 $ 0 0 D  
Option (Right to Buy) $ 40.07 12/10/2009   J(1)     4,231 05/11/2006(21) 05/11/2015 Common Stock 4,231 $ 0 0 D  

Reporting Owners

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

Signatures

 /s/ James P. Shanahan, Attorney-in-Fact for Mr. Tobin   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) Conversion formula from Tyco to CIT is disclosed in CIT Group Inc. Prospectus dated 7/1/02 in "Management - Treatment of Tyco Options and Tyco Restricted Shares Held by CIT Employees."
(6) Options originally granted by The CIT Group, Inc. were converted on 6/1/2001 into options of Tyco International Ltd. at the Rate of .6907 Tyco option for 1 CIT option upon Tyco's acquisition of CIT.
(7) Represents options originally granted on 11/18/1999 by The CIT Group, Inc. which are fully vested.
(8) Tyco options were cancelled by Tyco and replaced by CIT on 7/2/02 with CIT options vesting under the same schedule as the Tyco options due to CIT's IPO.
(9) Conversion formula from Tyco to CIT is disclosed in CIT Group Inc. Prospectus dated 7/1/02 in "Management - Treatment of Tyco Options and Tyco Restricted Shares Held by CIT Employees."
(10) Options originally granted by The CIT Group, Inc. were converted on 6/1/2001 into options of Tyco International Ltd. at the Rate of .6907 Tyco option for 1 CIT option upon Tyco's acquisition of CIT.
(11) Represents options originally granted on 1/26/2000 by The CIT Group, Inc. which are fully vested.
(12) Tyco options were cancelled by Tyco and replaced by CIT on 7/2/02 with CIT options vesting under the same schedule as the Tyco options due to CIT's IPO.
(13) Conversion formula from Tyco to CIT is disclosed in CIT Group Inc. Prospectus dated 7/1/02 in "Management - Treatment of Tyco Options and Tyco Restricted Shares Held by CIT Employees."
(14) Options originally granted by The CIT Group, Inc. were converted on 6/1/2001 into options of Tyco International Ltd. at the Rate of .6907 Tyco option for 1 CIT option upon Tyco's acquisition of CIT.
(15) Represents options originally granted on 1/24/2001 by The CIT Group, Inc. which are fully vested.
(16) Tyco options were cancelled by Tyco and replaced by CIT on 7/2/02 with CIT options vesting under the same schedule as the Tyco options due to CIT's IPO.
(17) Options vest on the anniversary of the grant date in increments of 1/3 each year for a period of 3 years.
(18) 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.
(19) 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, 2005.
(20) Options vest in 33 1/3% increments on the anniversary of the grant date for a period of 3 years.
(21) 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, 2006.

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