SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* CIT GROUP INC (Last) (First) (Middle) 1 CIT DRIVE (Street) LIVINGSTON NJ 07039 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol ELECTRIC CITY CORP [ ELC ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 02/01/2005
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

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(1)	02/01/2005		S		80,217	D	$0.75	0	I(2)	Newcourt owned the securities(2)

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 Securities Underlying Derivative Security (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: 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
Series E Convertible Preferred Stock(1)	$0(3)	02/01/2005		S			35,002(4)	02/02/2005	(5)	Common Stock	3,500,200	$75	0	I(2)	Newcourt owned these securities(2)

1. Name and Address of Reporting Person* CIT GROUP INC (Last) (First) (Middle) 1 CIT DRIVE (Street) LIVINGSTON NJ 07039 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* NEWCOURT CAPITAL USA INC (Last) (First) (Middle) 1 CIT DRIVE (Street) LIVINGSTON NJ 07039 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. On September 17, 2001, Tyco International Ltd. ("Tyco") filed on Form 3 in respect of these securities (and other securities) on behalf of itself, CIT Holdings (NV) Inc., The CIT Group, Inc., Newcourt Capital USA Inc. ("Newcourt") and Newcourt Capital Securities, Inc., now known as CIT Capital Securities LLC. On July 8, 2002, Tyco Capital Ltd., a wholly-owned subsidiary of Tyco, completed an initial public offering ("IPO") of 100% of its shares of the common stock of CIT Group Inc. (Del), a Delaware corporation ("CIT"). In connection with the IPO, on July 2, 2002, CIT Group Inc., a Nevada corporation (f/k/a The CIT Group, Inc.) merged into its parent Tyco Capital Holding, Inc., a Nevada corporation (f/k/a/ CIT Holdings (NV) Inc.) and the combined entity merged into CIT (the "Reorganization"). Following the Reorganization, CIT changed its name from The CIT Group, Inc. (Del.) to CIT Group Inc. ("CIT Group").

2. Newcourt owned these securities. Newcourt is a wholly-owned subsidiary of CIT Group. Accordingly, CIT Group's ownership interest in these securities was indirect and Newcourt's ownership interest in these securities was direct.

3. Each share of Series E Convertible Preferred Stock is convertible into 100 shares of Common Stock.

4. As reported on Form 4 filed on March 25, 2004 in respect of the Series E Convertible Preferred Stock, it was reported that Newcourt initially held 32,282 shares of Series E Convertible Preferred Stock. Since that time, Newcourt has received aggregate quarterly dividends payable in kind in the form of 2,720 shares of Series E Convertible Preferred Stock.

5. None

	/s/ James P. Shanahan	02/02/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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