Item 8.01 Other Events

          On October 17, 2007, CIT Group Inc. (the “Issuer”) made available to investors a prospectus supplement, dated October 17, 2007, and a prospectus, dated October 17, 2007, with respect to the issuance by the Issuer of 24,000,000 equity units (“Equity Units”). The Equity Units were offered and sold pursuant to an underwriting agreement dated October 17, 2007 (the “Underwriting Agreement”) among the Issuer and the underwriters named therein (the “Underwriters”). The Underwriters have a 30-day option to purchase up to an additional 3,600,000 Equity Units, solely to cover over-allotments, if any.

           Each Equity Unit has a stated amount of $25 and is initially comprised of (i) a purchase contract which will obligate the holder to purchase from the Issuer on November 17, 2010, a certain number of shares of the Issuer’s common stock, $0.01 par value, for $25; and (ii) a 1/40 or 2.5% undivided beneficial interest in a $1,000 aggregate principal amount 7.50% senior notes due November 15, 2015 (the “Notes”). Holders of the Equity Units will be entitled to receive quarterly contract adjustment payments of a rate of 0.25% per year of the stated amount of $25 per unit.

           The Notes were issued pursuant to an indenture, dated January 20, 2006 (the “Base Indenture”), between the Issuer and JPMorgan Chase Bank, N.A. (“JP Morgan”), as trustee, as amended and supplemented by a supplemental indenture dated as of February 13, 2007 (the “First Supplemental Indenture”) among the Issuer, JP Morgan and The Bank of New York, as successor trustee (the “Trustee”), as further amended and supplemented by a supplemental indenture dated October 23, 2007 between the Issuer and the Trustee (the “Second Supplemental Indenture)” (the Base Indenture, as so amended and supplemented by the First Supplemental Indenture and the Second Supplemental Indenture, the “Indenture”). The Issuer filed the Base Indenture on August 7, 2006 with the Securities and Exchange Commission (the “Commission”) as Exhibit 4.3 to the Issuer’s Form 10-Q for the period ended June 30, 2006 and the First Supplemental Indenture on October 17, 2007 with the Commission as Exhibit 4.4 to the Issuer’s post-effective amendment no.2 on Form S-3 (File 333-131159).

          The purchase contracts are being issued pursuant to a Purchase Contract and Pledge Agreement, dated as of October 23, 2007 (the “Purchase Contract and Pledge Agreement”), between the Issuer and The Bank of New York, as collateral agent, custodial agent and securities intermediary and The Bank of New York as stock purchase agent. Under the terms of the Purchase Contract and Pledge Agreement, the Notes are being pledged as collateral to secure the holders’ obligation to purchase the shares of common stock under the purchase contracts. The Notes will be remarketed, subject to certain terms and conditions, prior to the purchase contract settlement date pursuant to the terms of the Purchase Contract and Pledge Agreement and Remarketing Agreement.

          This Current Report on Form 8-K is being filed to satisfy the requirement to file (i) copies of certain agreements executed in connection with the issuance and the offering of the Equity Units, and (ii) an opinion regarding legality of the Equity Units.