Exhibit 24.1

                          CONSENT AND POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of CIT GROUP INC., a Delaware corporation (the "Company"), which is
about to file with the Securities and Exchange Commission ("SEC"), Washington,
D.C., under the provisions of the Securities Act of 1934, as amended, a
transition report on Form 10-K for the three months ended December 31, 2002:

      Hereby acknowledges he has reviewed and approved copies of the Company's
      transition report on Form 10-K for the three months ended December 31,
      2002, to be filed with the SEC ("Form 10-K"); and

      Hereby authorizes ALBERT R. GAMPER, JR., ROBERT J. INGATO, and JAMES P.
      SHANAHAN, and each of them with full power to act without the others, to
      execute, in the name and on behalf of the Company and on behalf of the
      Principal Executive Officer or Officers and/or the Principal Accounting
      Officer and/or any other Officer of the Company, the Form 10-K, and any
      and all amendments thereof, with power where appropriate to affix the
      corporate seal of the Company thereto and to attest to said seal, and to
      file such report, when so executed, including any exhibits required in
      connection therewith, with the SEC; and

      Hereby constitutes and appoints ALBERT R. GAMPER, JR., ROBERT J. INGATO,
      and JAMES P. SHANAHAN, and each of them with full power to act without the
      others, his true and lawful attorneys-in-fact and agents, for him and in
      his name, place, and stead, in any and all capacities, to sign such Form
      10-K and any and all amendments thereof, and to file such Form 10-K and
      each such amendment, with all exhibits thereto, and any and all other
      documents in connection therewith, with the SEC; and

      Hereby grants unto said attorneys-in-fact and agents, and each of them,
      full power and authority to do and perform any and all acts and things
      requisite and necessary to be done in and about the premises, as fully to
      all intents and purposes as he might or could do in person; and

      Hereby ratifies and confirms all that said attorneys-in-fact and agents,
      or any of them, may lawfully do or cause to be done by virtue hereby.

      IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 25th
day of February, 2003.

                                                 /s/ John S. Chen
                                                 -------------------------------
                                                 John S. Chen



                          CONSENT AND POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of CIT GROUP INC., a Delaware corporation (the "Company"), which is
about to file with the Securities and Exchange Commission ("SEC"), Washington,
D.C., under the provisions of the Securities Act of 1934, as amended, a
transition report on Form 10-K for the three months ended December 31, 2002:

      Hereby acknowledges he has reviewed and approved copies of the Company's
      transition report on Form 10-K for the three months ended December 31,
      2002, to be filed with the SEC ("Form 10-K"); and

      Hereby authorizes ALBERT R. GAMPER, JR., ROBERT J. INGATO, and JAMES P.
      SHANAHAN, and each of them with full power to act without the others, to
      execute, in the name and on behalf of the Company and on behalf of the
      Principal Executive Officer or Officers and/or the Principal Accounting
      Officer and/or any other Officer of the Company, the Form 10-K, and any
      and all amendments thereof, with power where appropriate to affix the
      corporate seal of the Company thereto and to attest to said seal, and to
      file such report, when so executed, including any exhibits required in
      connection therewith, with the SEC; and

      Hereby constitutes and appoints ALBERT R. GAMPER, JR., ROBERT J. INGATO,
      and JAMES P. SHANAHAN, and each of them with full power to act without the
      others, his true and lawful attorneys-in-fact and agents, for him and in
      his name, place, and stead, in any and all capacities, to sign such Form
      10-K and any and all amendments thereof, and to file such Form 10-K and
      each such amendment, with all exhibits thereto, and any and all other
      documents in connection therewith, with the SEC; and

      Hereby grants unto said attorneys-in-fact and agents, and each of them,
      full power and authority to do and perform any and all acts and things
      requisite and necessary to be done in and about the premises, as fully to
      all intents and purposes as he might or could do in person; and

      Hereby ratifies and confirms all that said attorneys-in-fact and agents,
      or any of them, may lawfully do or cause to be done by virtue hereby.

      IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 25th
day of February, 2003.


                                                 /s/ William A. Farlinger
                                                 -------------------------------
                                                 William A. Farlinger



                          CONSENT AND POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of CIT GROUP INC., a Delaware corporation (the "Company"), which is
about to file with the Securities and Exchange Commission ("SEC"), Washington,
D.C., under the provisions of the Securities Act of 1934, as amended, a
transition report on Form 10-K for the three months ended December 31, 2002:

      Hereby acknowledges he has reviewed and approved copies of the Company's
      transition report on Form 10-K for the three months ended December 31,
      2002, to be filed with the SEC ("Form 10-K"); and

      Hereby authorizes ALBERT R. GAMPER, JR., ROBERT J. INGATO, and JAMES P.
      SHANAHAN, and each of them with full power to act without the others, to
      execute, in the name and on behalf of the Company and on behalf of the
      Principal Executive Officer or Officers and/or the Principal Accounting
      Officer and/or any other Officer of the Company, the Form 10-K, and any
      and all amendments thereof, with power where appropriate to affix the
      corporate seal of the Company thereto and to attest to said seal, and to
      file such report, when so executed, including any exhibits required in
      connection therewith, with the SEC; and

      Hereby constitutes and appoints ALBERT R. GAMPER, JR., ROBERT J. INGATO,
      and JAMES P. SHANAHAN, and each of them with full power to act without the
      others, his true and lawful attorneys-in-fact and agents, for him and in
      his name, place, and stead, in any and all capacities, to sign such Form
      10-K and any and all amendments thereof, and to file such Form 10-K and
      each such amendment, with all exhibits thereto, and any and all other
      documents in connection therewith, with the SEC; and

      Hereby grants unto said attorneys-in-fact and agents, and each of them,
      full power and authority to do and perform any and all acts and things
      requisite and necessary to be done in and about the premises, as fully to
      all intents and purposes as he might or could do in person; and

      Hereby ratifies and confirms all that said attorneys-in-fact and agents,
      or any of them, may lawfully do or cause to be done by virtue hereby.

      IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 25th
day of February, 2003.

                                                 /s/ Thomas H. Kean
                                                 -------------------------------
                                                 Thomas H. Kean



                          CONSENT AND POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of CIT GROUP INC., a Delaware corporation (the "Company"), which is
about to file with the Securities and Exchange Commission ("SEC"), Washington,
D.C., under the provisions of the Securities Act of 1934, as amended, a
transition report on Form 10-K for the three months ended December 31, 2002:

      Hereby acknowledges he has reviewed and approved copies of the Company's
      transition report on Form 10-K for the three months ended December 31,
      2002, to be filed with the SEC ("Form 10-K"); and

      Hereby authorizes ALBERT R. GAMPER, JR., ROBERT J. INGATO, and JAMES P.
      SHANAHAN, and each of them with full power to act without the others, to
      execute, in the name and on behalf of the Company and on behalf of the
      Principal Executive Officer or Officers and/or the Principal Accounting
      Officer and/or any other Officer of the Company, the Form 10-K, and any
      and all amendments thereof, with power where appropriate to affix the
      corporate seal of the Company thereto and to attest to said seal, and to
      file such report, when so executed, including any exhibits required in
      connection therewith, with the SEC; and

      Hereby constitutes and appoints ALBERT R. GAMPER, JR., ROBERT J. INGATO,
      and JAMES P. SHANAHAN, and each of them with full power to act without the
      others, his true and lawful attorneys-in-fact and agents, for him and in
      his name, place, and stead, in any and all capacities, to sign such Form
      10-K and any and all amendments thereof, and to file such Form 10-K and
      each such amendment, with all exhibits thereto, and any and all other
      documents in connection therewith, with the SEC; and

      Hereby grants unto said attorneys-in-fact and agents, and each of them,
      full power and authority to do and perform any and all acts and things
      requisite and necessary to be done in and about the premises, as fully to
      all intents and purposes as he might or could do in person; and

      Hereby ratifies and confirms all that said attorneys-in-fact and agents,
      or any of them, may lawfully do or cause to be done by virtue hereby.

      IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 25th
day of February, 2003.

                                                 /s/ Edward J. Kelly, III
                                                 -------------------------------
                                                 Edward J. Kelly, III



                          CONSENT AND POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of CIT GROUP INC., a Delaware corporation (the "Company"), which is
about to file with the Securities and Exchange Commission ("SEC"), Washington,
D.C., under the provisions of the Securities Act of 1934, as amended, a
transition report on Form 10-K for the three months ended December 31, 2002:

      Hereby acknowledges she has reviewed and approved copies of the Company's
      transition report on Form 10-K for the three months ended December 31,
      2002, to be filed with the SEC ("Form 10-K"); and

      Hereby authorizes ALBERT R. GAMPER, JR., ROBERT J. INGATO, and JAMES P.
      SHANAHAN, and each of them with full power to act without the others, to
      execute, in the name and on behalf of the Company and on behalf of the
      Principal Executive Officer or Officers and/or the Principal Accounting
      Officer and/or any other Officer of the Company, the Form 10-K, and any
      and all amendments thereof, with power where appropriate to affix the
      corporate seal of the Company thereto and to attest to said seal, and to
      file such report, when so executed, including any exhibits required in
      connection therewith, with the SEC; and

      Hereby constitutes and appoints ALBERT R. GAMPER, JR., ROBERT J. INGATO,
      and JAMES P. SHANAHAN, and each of them with full power to act without the
      others, her true and lawful attorneys-in-fact and agents, for her and in
      her name, place, and stead, in any and all capacities, to sign such Form
      10-K and any and all amendments thereof, and to file such Form 10-K and
      each such amendment, with all exhibits thereto, and any and all other
      documents in connection therewith, with the SEC; and

      Hereby grants unto said attorneys-in-fact and agents, and each of them,
      full power and authority to do and perform any and all acts and things
      requisite and necessary to be done in and about the premises, as fully to
      all intents and purposes as she might or could do in person; and

      Hereby ratifies and confirms all that said attorneys-in-fact and agents,
      or any of them, may lawfully do or cause to be done by virtue hereby.

      IN WITNESS WHEREOF, the undersigned has hereunto set her hand on the 25th
day of February, 2003.

                                                 /s/ Marianne Miller Parrs
                                                 -------------------------------
                                                 Marianne Miller Parrs



                          CONSENT AND POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of CIT GROUP INC., a Delaware corporation (the "Company"), which is
about to file with the Securities and Exchange Commission ("SEC"), Washington,
D.C., under the provisions of the Securities Act of 1934, as amended, a
transition report on Form 10-K for the three months ended December 31, 2002:

      Hereby acknowledges he has reviewed and approved copies of the Company's
      transition report on Form 10-K for the three months ended December 31,
      2002, to be filed with the SEC ("Form 10-K"); and

      Hereby authorizes ALBERT R. GAMPER, JR., ROBERT J. INGATO, and JAMES P.
      SHANAHAN, and each of them with full power to act without the others, to
      execute, in the name and on behalf of the Company and on behalf of the
      Principal Executive Officer or Officers and/or the Principal Accounting
      Officer and/or any other Officer of the Company, the Form 10-K, and any
      and all amendments thereof, with power where appropriate to affix the
      corporate seal of the Company thereto and to attest to said seal, and to
      file such report, when so executed, including any exhibits required in
      connection therewith, with the SEC; and

      Hereby constitutes and appoints ALBERT R. GAMPER, JR., ROBERT J. INGATO,
      and JAMES P. SHANAHAN, and each of them with full power to act without the
      others, his true and lawful attorneys-in-fact and agents, for him and in
      his name, place, and stead, in any and all capacities, to sign such Form
      10-K and any and all amendments thereof, and to file such Form 10-K and
      each such amendment, with all exhibits thereto, and any and all other
      documents in connection therewith, with the SEC; and

      Hereby grants unto said attorneys-in-fact and agents, and each of them,
      full power and authority to do and perform any and all acts and things
      requisite and necessary to be done in and about the premises, as fully to
      all intents and purposes as he might or could do in person; and

      Hereby ratifies and confirms all that said attorneys-in-fact and agents,
      or any of them, may lawfully do or cause to be done by virtue hereby.

      IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the 25th
day of February, 2003.

                                                 /s/ Peter J. Tobin
                                                 -------------------------------
                                                 Peter J. Tobin


                          CONSENT AND POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of CIT GROUP INC., a Delaware corporation (the "Company"), which is
about to file with the Securities and Exchange Commission ("SEC"), Washington,
D.C., under the provisions of the Securities Act of 1934, as amended, a
transition report on Form 10-K for the three months ended December 31, 2002:

      Hereby acknowledges she has reviewed and approved copies of the Company's
      transition report on Form 10-K for the three months ended December 31,
      2002, to be filed with the SEC ("Form 10-K"); and

      Hereby authorizes ALBERT R. GAMPER, JR., ROBERT J. INGATO, and JAMES P.
      SHANAHAN, and each of them with full power to act without the others, to
      execute, in the name and on behalf of the Company and on behalf of the
      Principal Executive Officer or Officers and/or the Principal Accounting
      Officer and/or any other Officer of the Company, the Form 10-K, and any
      and all amendments thereof, with power where appropriate to affix the
      corporate seal of the Company thereto and to attest to said seal, and to
      file such report, when so executed, including any exhibits required in
      connection therewith, with the SEC; and

      Hereby constitutes and appoints ALBERT R. GAMPER, JR., ROBERT J. INGATO,
      and JAMES P. SHANAHAN, and each of them with full power to act without the
      others, her true and lawful attorneys-in-fact and agents, for her and in
      her name, place, and stead, in any and all capacities, to sign such Form
      10-K and any and all amendments thereof, and to file such Form 10-K and
      each such amendment, with all exhibits thereto, and any and all other
      documents in connection therewith, with the SEC; and

      Hereby grants unto said attorneys-in-fact and agents, and each of them,
      full power and authority to do and perform any and all acts and things
      requisite and necessary to be done in and about the premises, as fully to
      all intents and purposes as she might or could do in person; and

      Hereby ratifies and confirms all that said attorneys-in-fact and agents,
      or any of them, may lawfully do or cause to be done by virtue hereby.

      IN WITNESS WHEREOF, the undersigned has hereunto set her hand on the 25th
day of February, 2003.

                                                 /s/ Lois M. Van Deusen
                                                 -------------------------------
                                                 Lois M. Van Deusen