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 12, 2002
                                                     ----------------

                                 CIT Group Inc.
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             (Exact name of registrant as specified in its charter)


         Delaware                    1-1861                 65-1095289
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         (State or other             (Commission            (IRS Employer
         jurisdiction of             File Number)           Identification No.)
         incorporation)


                           1211 Avenue of the Americas
                            New York, New York 10036
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              (Address of registrant's principal executive offices)

Registrant's telephone number, including area code    (212) 536-1390
                                                      --------------------


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          (Former name or former address, if changed since last report)




Item 5.           Other Events.
                  --------------------------------------------

                  On July 1, 2002, CIT Group Inc. (the "Company"), announced the
pricing of the initial public offering of 200,000,000 shares of its outstanding
common stock, at $23.00 per share, all of which were offered by Tyco Capital
Ltd., a wholly-owned subsidiary of Tyco International Ltd, which offering was
completed on July 8, 2002.

                  On July 12, 2002, the Company announced that the underwriters
in the initial public offering exercised a portion of their over-allotment
option to purchase an additional 11,573,200 shares of the Company's common
stock at the initial public offering price of $23 per share, less the
underwriting discount, yielding net proceeds of $255,536,256 to the Company.

                  Filed herewith, as Exhibit 99.1, is the press release of the
Company dated July 12, 2002 announcing the underwriters' exercise of the
overallotment option, which press release is hereby incorporated by reference in
its entirety.

Item 7.           Financial Statements, Pro Forma Financial Information and
                  Exhibits.

         (c)      Exhibits.

         99.1     Press Release, dated July 12, 2002.


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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/ Joseph M. Leone
                                 ---------------------------------------------
                                 Joseph M. Leone
                                 Executive Vice President and
                                 Chief Financial Officer

Dated:  July 15, 2002








                                  EXHIBIT INDEX

         99.1     Press Release, dated July 12, 2002

























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