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 *
LEONE JOSEPH M
  2. Issuer Name and Ticker or Trading Symbol
CIT GROUP INC [CIT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Vice Chairman and CFO
(Last)
(First)
(Middle)
C/O CIT GROUP INC., 1 CIT DRIVE, #3207
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)   131,689.5159 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) $ 56.54 12/10/2009   J(1)     37,223   (2) 01/17/2014 Common Stock 37,223 $ 0 0 D  
Option (Right to Buy) $ 37.6 12/10/2009   J(1)     85,000   (3) 07/21/2014 Common Stock 85,000 $ 0 0 D  
Option (Right to Buy) $ 41.89 12/10/2009   J(1)     55,000   (4) 01/18/2015 Common Stock 55,000 $ 0 0 D  
Option (Right to Buy) $ 39.22 12/10/2009   J(1)     70,000 01/21/2005(5) 01/21/2014 Common Stock 70,000 $ 0 0 D  
Option (Right to Buy) (6) (7) (8) $ 39.87 12/10/2009   J(1)     29,890 02/05/2005(7) 02/05/2012 Common Stock 29,890 $ 0 0 D  
Option (Right to Buy) $ 23 12/10/2009   J(1)     201,959 07/02/2006(9) 07/02/2012 Common Stock 201,959 $ 0 0 D  
Option (Right to Buy) $ 43.01 12/10/2009   J(1)     67,500 07/19/2006(10) 07/19/2015 Common Stock 67,500 $ 0 0 D  
Option (Right to Buy) $ 51.43 12/10/2009   J(1)     36,765 01/18/2007(11) 01/18/2013 Common Stock 36,765 $ 0 0 D  
Option (Right to Buy) $ 47.28 12/10/2009   J(1)     41,667 07/19/2007(12) 07/19/2013 Common Stock 41,667 $ 0 0 D  
Option (Right to Buy) $ 49.17 (13) 12/10/2009   J(1)     41,875   (14) 07/18/2014 Common Stock 41,875 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
LEONE JOSEPH M
C/O CIT GROUP INC.
1 CIT DRIVE, #3207
LIVINGSTON, NJ 07039
      Vice Chairman and CFO  

Signatures

 /s/ James P. Shanahan, attorney-in-fact for Mr. Leone   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 in three equal installments on the grant date anniversary for three years commencing January 17, 2008.
(3) Options vest on the anniversary of the grant date in increments of 1/3 each year for a period of 3 years, commencing on July 21, 2005.
(4) Options vest on the anniversary of the grant date in increments of 1/3 each year for a period of 3 years.
(5) Options vest on the anniversary of the grant date in increments of 1/3 each year for a period of 3 years, commencing on January 21, 2005.
(6) 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."
(7) Represents options initially granted on 2/5/02 ty Tyco International Ltd. which vest at the rate of 33 1/3% each year for a period of 3 years.
(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) Options vest in 25% increments on the anniversary of the grant date for a period of 4 years and shall be 100% vested on July 2, 2006.
(10) Options vest on the anniversary of the grant date in increments of 1/3 each year for a period of 3 years, commencing on July 19, 2006.
(11) Options vest in increments of 1/3 on the anniversary of the grant date for a period of 3 years, commencing January 18, 2007.
(12) Options vest in increments of 1/3 on anniversary of grant date for a period of 3 years, commencing July 19, 2007.
(13) Based on closing price of CIT common stock on 7/18/2007, the grant date and day of earnings release.
(14) Options vest and become exercisable in three equal installments on the first, second and third anniversaries of the grant date. Vested options first become exercisable on 07/18/08.

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