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 * 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

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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) (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.

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