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) October 28, 2002
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                                 CIT GROUP INC.
                                 --------------
             (Exact name of registrant as specified in its charter)

           Delaware                 1-1861                 65-1051192
           ----------------------------------------------------------
       (State or other            (Commission            (IRS Employer
       jurisdiction of            File Number)         Identification No.)
       incorporation)

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

        Registrant's telephone number, including area code (212) 536-1390
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Item 5. Other Events.

This Current Report on Form 8-K includes as an exhibit a press release, dated
October 28, 2002, reporting that the Board of Directors of CIT Group Inc.
declared a dividend of $.12 per share, payable on November 27, 2002 to
shareholders of record on November 15, 2002. The press release is attached as
Exhibit 99.1.

Item 7. Financial Statements and Exhibits.

      (c) Exhibits.

99.1 Press release issued by CIT Group Inc. on October 28, 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
                                      (Principal Accounting and
                                      Financial Officer)

Dated: October 28, 2002


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