UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported): July 21, 2004

                                 CIT GROUP INC.
                                 --------------
             (Exact name of registrant as specified in its charter)

    Delaware                       001-31369                      65-1051192
- --------------------------------------------------------------------------------
(State or other                   (Commission                   (IRS Employer
jurisdiction of                   File Number)               Identification No.)
 incorporation)

                                   1 CIT Drive
                          Livingston, New Jersey 07039
                          ----------------------------
              (Address of registrant's principal executive office)

       Registrant's telephone number, including area code: (973) 740-5000

         ______________________________________________________________
          (Former Name or Former Address, if Changed Since Last Report)



Item 5. Other Events.

      This Current Report on Form 8-K includes as an exhibit a press release,
dated July 21, 2004, announcing that the Board of Directors of CIT Group Inc.
elected Jeffrey M. Peek as the President and Chief Executive Officer, effective
immediately, and that Albert R. Gamper, Jr. will remain as Chairman until his
retirement on December 31, 2004. The press release is attached as Exhibit 99.1
and is incorporated by reference into this Item 5.

      This Current Report on Form 8-K also includes as an exhibit a press
release, dated July 21, 2004, reporting that the Board of Directors of CIT Group
Inc. declared a dividend of $.13 per share, payable on August 30, 2004 to
shareholders of record on August 13, 2004. The press release is attached as
Exhibit 99.2 and is incorporated by reference into this Item 5.

Item 7. Financial Statements and Exhibits.

(c) Exhibits.

      99.1  Press release issued by CIT Group Inc. on July 21, 2004.

      99.2  Press release issued by CIT Group Inc. on July 21, 2004.

      99.3  Press release issued by CIT Group Inc. on July 22, 2004.

      This document contains "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. All forward-looking
statements (including statements regarding future financial and operating
results) involve risks, uncertainties and contingencies, many of which are
beyond CIT's control, which may cause actual results, performance, or
achievements to differ materially from anticipated results, performance, or
achievements. All statements contained in this document that are not clearly
historical in nature are forward-looking, and the words "anticipate," "believe,"
"expect," "estimate," "plan," and similar expressions are generally intended to
identify forward-looking statements. Economic, business, funding market,
competitive and/or regulatory factors, among others, affecting CIT's businesses
are examples of factors that could cause actual results to differ materially
from those described in the forward-looking statements. More detailed
information about these factors are described in CIT's filings with the
Securities and Exchange Commission, including its Annual Report on Form 10-K for
the year ended December 31, 2003. CIT is under no obligation to (and expressly
disclaims any such obligation to) update or alter its forward-looking
statements, whether as a result of new information, future events or otherwise.

Item 9. Regulation FD Disclosure.

            and

Item 12. Results of Operations and Financial Measures.

      This Current Report on Form 8-K includes as an exhibit a press release,
dated July 22, 2004, reporting the financial results of CIT Group Inc. as of and
for the quarter ended June 30, 2004. The press release is attached as Exhibit
99.3. This press release includes certain non-GAAP financial measures. A
reconciliation of those measures to the most directly comparable GAAP measures
is included as a table to the press release.


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                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                       CIT GROUP INC.
                                       (Registrant)

                                       By: /s/ William J. Taylor
                                           -------------------------------------
                                           William J. Taylor
                                           Executive Vice President & Controller
                                           (Chief Accounting Officer)

Dated: July 22, 2004


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