UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                 Amendment No. 1
                                       on
                                   FORM 8-K/A

                                 CURRENT REPORT

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

Date of Report (Date of earliest event reported) June 1, 2001
                                                 ------------

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

         Nevada                      1-1861                      65-1051227
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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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Registrant's telephone number, including area code (212) 536-1390
                                                   --------------


<PAGE>

Item 4. Changes in Registrant's Certifying Accountants.

      Item 4 of the Registrant's Form 8-K filed June 7, 2001 is amended by this
Form 8-K/A to read as follows:

      Prior to Tyco's acquisition of CIT, the independent auditor for CIT
Delaware was KPMG LLP. The independent auditor for Tyco is
PricewaterhouseCoopers ("PwC"). On June 1, 2001, in connection with the
acquisition referred to in Item 1, Tyco and CIT jointly determined that CIT
would terminate its audit engagement with KPMG and enter into an audit
engagement with PwC, in order to facilitate the auditing of Tyco's consolidated
financial statements. CIT's Board of Directors approved the appointment of PwC
as the independent auditors for CIT.

      In connection with the audits of the two fiscal years ended December 31,
2000, and the subsequent interim period through June 1, 2001 there were no
disagreements with KPMG LLP on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedures, which
disagreements if not resolved to their satisfaction would have caused them to
make reference in connection with their opinion to the subject matter of the
disagreement.


      The audit reports of KPMG LLP on the consolidated financial statements of
The CIT Group, Inc. and subsidiaries as of and for the years ended December 31,
2000 and 1999, did not contain any adverse opinion or disclaimer of opinion, nor
were they qualified or modified as to uncertainty, audit scope, or accounting
principles. A letter from KPMG LLP is attached as Exhibit 16.


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

      (c)   Exhibits.

      10.13 Agreement, dated as of June 1, 2001, between CIT Holdings (NV) Inc.,
            a wholly owned subsidiary of Tyco International Ltd., and The CIT
            Group, Inc., a Nevada corporation, regarding transactions between
            CIT Holdings and CIT (previously filed).


      16    Letter  from  KPMG LLP to the  Securities  and  Exchange  Commission
            stating that it agrees with the statement  made by CIT regarding its
            change in accountants.



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<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Amendment No. 1 on Form 8-K/A to be signed on
its behalf by the undersigned hereunto duly authorized.

                                       THE CIT GROUP, INC.
                                       -----------------------------------------
                                       (Registrant)

                                   By: /s/ JOSEPH M. LEONE
                                       -----------------------------------------
                                       Joseph M. Leone
                                       Executive Vice President and
                                       Chief Financial Officer

                                   By: /s/ MARK H. SWARTZ
                                       -----------------------------------------
                                       Mark H. Swartz
                                       Vice President


Dated: July 2, 2001



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