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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1. Name and Address of Reporting Person * PEEK JEFFREY 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 __X__ Officer (give title below) _____ Other (specify below) Chairman and CEO (Last) (First) (Middle) C/O CIT GROUP INC., 505 FIFTH AVENUE 3. Date of Earliest Transaction (Month/Day/Year) 12/31/2008 (Street) NEW YORK, NY 10017 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 12/31/2008   A(2)   25,557.2687 (1) A $ 2.83 309,602.8822 D   Common Stock               1,000 I Andrew L. Peek Trust (3) Common Stock               9,300 I By GRAT Trust Common Stock               1,000 I Hilary T. Peek Trust (3) Common Stock               1,000 I Katherine W. Peek Trust (3) Common Stock               154,300 I Jeffrey M Peek March 2008 - CIT GRAT (6) Common Stock               20,000 I by Qualified Annuity Trust

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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

Common Stock (deferred)

(4)

(5)

(5)

Common Stock

21,698.8452

21,698.8452

I

Deferred Equity Compensation Account

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
PEEK JEFFREY M C/O CIT GROUP INC. 505 FIFTH AVENUE NEW YORK, NY 10017	X		Chairman and CEO

Signatures

/s/ James P. Shanahan, attorney-in-fact for Mr. Peek		01/05/2009
**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)	Each deferred share of common stock represents the right to receive one share of CIT common stock or the equivalent cash value thereof.
(2)	Shares acquired through reinvestment of cash dividends on vested deferred performance shares.
(3)	Filer disclaims beneficial ownership. This report shall not be deemed an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purposes.
(4)	Each share of deferred common stock has the economic equivalent of one share of CIT common stock on the transaction date.
(5)	Pursuant to a proper election by the reporting person, shares of deferred common stock are issuable upon the earlier of the reporting person's death or termination of employment with CIT.
(6)	Mr. Peek transferred 154, 300 shares of Common Stock from his personal account into this trust. His three children are the beneficiaries of the trust.

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