SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

RUSSO VICTOR D

(Last)

(First)

(Middle)

W CIT DRIVE 325I-9

(Street)

LIV INGSTON

07039

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/03/2003

3. Issuer Name and Ticker or Trading Symbol
CIT GROUP INC [ CIT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, Business Credit

5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	9,854.1902	D
Common Stock	2,489⁽¹⁾	D
Common Stock	15,000⁽²⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Option 11/13/97 ($65.39)⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	07/02/2002	11/13/2007	Common Stock	8,671	$65.39	D
Option 11/19/98 ($70.24)⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	07/02/2002	11/19/2008	Common Stock	3,716	$70.24	D
Option 03/05/99 ($74.47)⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁸⁾	07/02/2002	03/05/2009	Common Stock	6,194	$74.47	D
Option 02/05/02 ($39.87)⁽⁵⁾⁽⁶⁾⁽⁹⁾	02/05/2003⁽⁵⁾⁽⁹⁾	02/04/2012	Common Stock	10,462	$39.87	D
Option 07/02/02 ($23)	07/02/2003⁽¹⁰⁾	07/02/2012	Common Stock	90,000	$23	D
Option 01/21/03 ($21.05)	01/21/2004⁽¹¹⁾	01/21/2013	Common Stock	50,000	$21.05	D

Explanation of Responses:

1. Shares fully vest on 6/1/2004.

2. Shares fully vest on 7/25/2006.

3. Represents options originally granted on 11/13/1997 by The CIT Group, Inc., which are fully vested.

4. Options originally granted by The CIT Group, Inc. were converted on 6/1/2001 into options of Tyco International Ltd. at the rate of .6907 Tyco option for 1 CIT option upon Tyco's acquisition of CIT.

5. 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 op tions due to CIT's IPO.

6. Tyco to CIT conversion formula disclosed in CIT Group Inc. Prospectus dated 7/1/02 "Management - Treatment of Tyco Options and Ty co Restricted Shares Held by CIT Employees".

7. Represents options originally granted on 11/19/1998 by The CIT Group, Inc., which are fully vested.

8. Represents options originally granted by The CIT Group, Inc. on 3/5/1999, which are fully vested.

9. Represents options initially granted on 2/5/02 by Tyco International Ltd., which vest at the rate of 33 1/3% each year for a peri od of 3 years.

10. Options granted by CIT Group Inc. at the IPO price of $23.00, which vest in 25% increments each year for a period of 4 years, co mmencing July 2, 2003.

11. 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, 2004.

	James P. Shanahan, Attorney-in-Fact	09/04/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.