SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    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) November 15, 1999

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

Delaware                             1-1861                       13-2994534
(State or other             (Commission File Number)            (IRS Employer
jurisdiction of                                              Identification No.)
incorporation)

                           1211 Avenue of the Americas
                            New York, New York 10036

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

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


<PAGE>

As provided in Item 7(b)2 of Form 8-K,  The CIT Group,  Inc.  and  Subsidiaries,
("CIT" or the  "Company")  is filing this Current  Report on Form 8-K/A to amend
Item  7(b)(1) of its Form 8-K dated  November  15,  1999,  which  announced  the
closing of the acquisition of Newcourt Credit Group Inc. ("Newcourt"), by adding
the required September 30, 1999 pro forma financial information that follows:

Item 7.  Financial Statements, Pro Forma Financial
         (b)(1) Information and Exhibits

                               THE CIT GROUP, INC.
                         AND NEWCOURT CREDIT GROUP INC.

         UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The  following  unaudited  pro forma  condensed  consolidated  balance sheet and
statements of income of CIT are based on the historical  consolidated  financial
statements  of CIT and Newcourt as of September 30, 1999 and for the nine months
then ended and for the year ended  December 31, 1998.  The  unaudited  pro forma
condensed  consolidated  balance  sheet  has  been  prepared  assuming  that the
Newcourt Acquisition,  as defined herein, which closed on November 15, 1999, had
occurred on September 30, 1999. The unaudited pro forma  condensed  consolidated
statements  of income for the nine months ended  September  30, 1999 and for the
year ended  December  31, 1998 have been  prepared  assuming  that the  Newcourt
Acquisition had occurred at the beginning of each respective period.

On November 15, 1999 CIT announced that it had acquired  Newcourt.  The terms of
the  acquisition  were  those  agreed to on August 5, 1999.  At that  time,  CIT
announced that it had reached a new agreement with Newcourt under which it would
acquire  Newcourt  in an  exchange  of .70  share of CIT  Common  Stock for each
outstanding share of Newcourt common stock ("Newcourt Acquisition").

The unaudited pro forma condensed  consolidated financial statements reflect pro
forma  adjustments  to  Newcourt's  assets  and  liabilities  to  reflect  their
respective  estimated  fair  values  under the  purchase  method  of  accounting
utilizing  valuations  and market rates of interest at November  15,  1999.  The
excess of the  purchase  price over the  estimated  fair value of the net assets
acquired has been allocated to goodwill.

These unaudited pro forma condensed  consolidated financial statements should be
read in conjunction with the following: (i) the accompanying notes thereto, (ii)
CIT's unaudited condensed consolidated  financial statements,  included in CIT's
Quarterly  Report on Form 10-Q as of and for the nine months ended September 30,
1999, and the 1998 audited consolidated financial statements,  included in CIT's
Annual Report on Form 10-K as of and for the year ended  December 31, 1998,  and
(iii) the unaudited  consolidated  financial statements,  included in Newcourt's
Form 6-K,  as of and for the nine  months  ended  September  30,  1999,  and the
audited consolidated  financial statements,  included in Newcourt's Form 6-K, as
of and for the year ended December 31, 1998.

The unaudited pro forma condensed  consolidated  financial  statements have been
prepared based upon  currently  available  information  and  assumptions  deemed
appropriate by management of CIT. These  unaudited pro forma results include the
historical  operating  results  of  Newcourt  and  assume  that the  acquisition
occurred  at the  beginning  of each  applicable  period.  Certain  adjustments,
including  additional  common shares  outstanding and interest and  amortization
expenses  associated  with this purchase are reflected in the pro forma results.
This  information has been prepared for comparative  purposes only, and is based
on the  historical  operating  results of Newcourt  prior to  acquisition by the
Company and does not include cost savings, reduced  securitization  activity and
other  initiatives  introduced by the Company that  management  believes will be
reflected in the  post-acquisition  operating results.  As a result,  management
does not  believe  that these pro forma  results  are  indicative  of the actual
results that would have occurred had the acquisition  closed at the beginning of
each period, nor indicative of future results.

Certain information contained in the unaudited pro forma condensed  consolidated
financial  statements  and the  accompanying  notes  constitute  forward-looking
statements concerning the combined companies'  operations,  economic performance
and   financial   condition.   Because  such   statements   reflect   risks  and
uncertainties,  actual  results may differ  materially  from those  expressed or
implied by such forward-looking statements. Such risks and uncertainties include
but are not limited to risks of economic slowdown or downturn, risks inherent in
changes in prevailing  market  interest  rates,  unanticipated  difficulties  in
combining  the  management,  operations  or cultures of CIT and  Newcourt,  cost
savings that are not realized or are not realizable within the time anticipated,
risks associated with the value and recoverability of leased equipment, adequacy
of credit reserves for credit losses, funding opportunities and borrowing costs,
changes in funding markets  (including the asset based  securitization  market),
changes  in  regulations   governing  the  combined   companies'   business  and
operations,   competitive  factors,  and  uncertainties   associated  with  risk
management,  including  credit  risk  management,   asset/liability  management,
interest rate risk management and cross currency risk  management.  In addition,
certain of such information is based upon management's  estimates of fair values
and of future costs, using currently available information.

                                       1
<PAGE>



THE CIT GROUP, INC. AND SUBSIDIARIES
AND NEWCOURT CREDIT GROUP INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
As of September 30, 1999

<TABLE>
<CAPTION>

                                                                                                                  CIT
                                                                                Pro Forma                      Pro Forma
(Dollars in Millions)                                 CIT        Newcourt(a)   Adjustments        Note        Consolidated
--------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>            <C>            <C>               <C>          <C>
Assets
Financing and leasing assets
Loans
   Commercial                                     $  13,151.5   $   5,568.6     $   (177.3)       3a           $  18,542.8
   Consumer                                           4,068.8            --             --                         4,068.8
Lease receivables                                     4,112.6       4,930.3          (83.1)       3a               8,959.8
                                                  -----------   -----------     ----------                     -----------
   Finance receivables                               21,332.9      10,498.9         (260.4)                       31,571.4
Reserve for credit losses                              (283.8)       (203.0)            --                          (486.8)
                                                  -----------   -----------     ----------                     -----------
   Net finance receivables                           21,049.1      10,295.9         (260.4)                       31,084.6
Operating lease equipment, net                        3,677.2       2,165.3          (17.0)       3a               5,825.5
Consumer finance receivables held for sale              737.8            --             --                           737.8
Commercial finance receivables held for sale               --         747.6             --                           747.6
Goodwill                                                344.2       1,266.2          105.6        3c               1,716.0
Cash and cash equivalents                               143.0          87.2             --                           230.2
Other assets                                            788.1       1,599.9         (224.1)       3a               2,163.9
                                                  -----------   -----------     ----------                     -----------
   Total assets                                   $  26,739.4   $  16,162.1     $   (395.9)                    $  42,505.6
                                                  ===========   ===========     ==========                     ===========
Liabilities and Stockholders' Equity
Debt
Commercial paper                                  $   5,472.6   $   2,092.0        $    --                     $   7,564.6
Variable rate senior notes                            5,758.1       1,096.7             --                         6,854.8
Fixed rate senior notes                               8,611.8       9,731.5          169.3        3a              18,512.6
Subordinated fixed rate notes                           200.0            --             --                           200.0
                                                  -----------   -----------     ----------                     -----------
   Total debt                                        20,042.5      12,920.2          169.3                        33,132.0
Credit balances of factoring clients                  1,971.9            --             --                         1,971.9
Accrued liabilities and payables                        738.4         491.3          251.0        3a               1,480.7
Deferred federal income taxes                           822.0        (286.8)        (342.5)       3a                 192.7
                                                  -----------   -----------     ----------                     -----------
   Total liabilities                                 23,574.8      13,124.7           77.8                        36,777.3

Company-obligated mandatorily redeemable
   preferred securities of subsidiary trust holding
   solely debentures of the Company                     250.0            --             --                           250.0

Stockholders' equity:
Common stock                                              1.7            --            1.0        2a                   2.7
Paid-in capital                                         958.2            --        2,562.7        2a               3,520.9
Share capital                                              --       2,756.4       (2,756.4)       3b                    --
Retained earnings                                     2,009.3         281.0         (281.0)       3b               2,009.3
Treasury stock at cost                                  (54.6)           --             --                           (54.6)
                                                  -----------   -----------     ----------                     -----------
   Total stockholders' equity                         2,914.6       3,037.4         (473.7)                        5,478.3
                                                  -----------   -----------     ----------                     -----------
   Total liabilities and stockholders' equity     $  26,739.4   $  16,162.1     $   (395.9)                    $  42,505.6
                                                  ===========   ===========     ==========                     ===========
</TABLE>

See accompanying notes to unaudited pro forma condensed  consolidated  financial
statements.

(a) Presented in accordance  with U.S. GAAP - See Note 1 - Basis of Presentation
    and Note 6 - Newcourt  Credit Group Inc. - Pro Forma  Reclassifications  and
    Conversions.

                                       2
<PAGE>

THE CIT GROUP, INC. AND SUBSIDIARIES
AND NEWCOURT CREDIT GROUP INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
For the Nine Months Ended September 30, 1999

<TABLE>
<CAPTION>

                                                                                                                 CIT
                                                                                Pro Forma                      Pro Forma
(Dollars in Millions, except per share amounts)       CIT        Newcourt(a)   Adjustments        Note       Consolidated
--------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>            <C>            <C>               <C>          <C>
Finance income                                    $   1,679.8    $  1,610.5     $     30.8        3e           $   3,321.1
Interest expense                                        858.2         630.9          (31.2)       3e               1,457.9
                                                  -----------   -----------     ----------                     -----------
   Net finance income                                   821.6         979.6           62.0                         1,863.2
Fees and other income                                   221.4         376.0             --                           597.4
Gain on sale of automobile fleet leasing
   businesses                                              --          34.3             --                            34.3
Gain on extinguishment of derivative
   financial instruments                                   --          56.6             --                            56.6
                                                  -----------   -----------     ----------                     -----------
   Operating revenue                                  1,043.0       1,446.5           62.0                         2,551.5
                                                  -----------   -----------     ----------                     -----------
Salaries and general operating expenses                 324.0         575.1             --                           899.1
Provision for credit losses                              77.9          93.9             --                           171.8
Depreciation on operating lease equipment               176.9         600.6             --                           777.5
Goodwill amortization                                    13.1          35.7            5.5        3d                  54.3
Minority interest in subsidiary trust holding
   solely debentures of the Company                      14.4            --             --                            14.4
                                                  -----------   -----------     ----------                     -----------
   Operating expenses                                   606.3       1,305.3            5.5                         1,917.1
                                                  -----------   -----------     ----------                     -----------
   Income before provision for income taxes             436.7         141.2           56.5                           634.4
Provision for income taxes                              151.6          53.2           24.2        3f                 229.0
                                                  -----------   -----------     ----------                     -----------
   Net income                                     $     285.1   $      88.0     $     32.3                     $     405.4
                                                  ===========   ===========     ==========                     ===========

   Basic earnings per share                       $      1.77   $      0.59                       4            $      1.53
   Weighted average common shares outstanding     160,850,093   148,508,329                                    264,805,923

   Diluted earnings per share                     $      1.76   $      0.59                       4            $      1.52
   Weighted average common shares outstanding     161,997,841   148,885,039                                    266,217,368
</TABLE>


See accompanying notes to unaudited pro forma condensed  consolidated  financial
statements.

(a)  Presented in accordance with U.S. GAAP - See Note 1 - Basis of Presentation
     and Note 6 - Newcourt Credit Group Inc. - Pro Forma  Reclassifications  and
     Conversions.



                                       3
<PAGE>



THE CIT GROUP, INC. AND SUBSIDIARIES
AND NEWCOURT CREDIT GROUP INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
For the Year Ended December 31, 1998

<TABLE>
<CAPTION>

                                                                                                                 CIT
                                                                                Pro Forma                      Pro Forma
(Dollars in Millions, except per share amounts)       CIT        Newcourt(a)   Adjustments        Note       Consolidated
--------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>            <C>            <C>               <C>          <C>

Finance income                                    $   2,015.1   $   1,888.4     $     41.1        3e            $  3,944.6
Interest expense                                      1,040.8         657.9          (41.6)       3e               1,657.1
                                                  -----------   -----------     ----------                     -----------
   Net finance income                                   974.3       1,230.5           82.7                         2,287.5
Fees and other income                                   255.4         548.7             --                           804.1
                                                  -----------   -----------     ----------                     -----------
   Operating revenue                                  1,229.7       1,779.2           82.7                         3,091.6
                                                  -----------   -----------     ----------                     -----------
Salaries and general operating expenses                 407.7         698.3             --                         1,106.0
Provision for credit losses                              99.4         100.5             --                           199.9
Depreciation on operating lease equipment               169.5         686.7             --                           856.2
Goodwill amortization                                    10.1          44.4           10.5        3d                  65.0
Minority interest in subsidiary trust holding
   solely debentures of the Company                      19.2            --             --                            19.2
                                                  -----------   -----------     ----------                     -----------
   Operating expenses                                   705.9       1,529.9           10.5                         2,246.3
                                                  -----------   -----------     ----------                     -----------
   Income before provision for income taxes             523.8         249.3           72.2                           845.3
Provision for income taxes                              185.0          91.5           32.3        3f                 308.8
                                                  -----------   -----------     ----------                     -----------
   Net income                                     $     338.8   $     157.8     $     39.9                     $     536.5
                                                  ===========   ===========     ==========                     ===========

Basic earnings per share                          $      2.09   $      1.11                       4            $      2.05
Weighted average common shares outstanding        161,987,897   142,741,776                                    261,907,140

Diluted earnings per share                        $      2.08   $      1.09                       4            $      2.03
Weighted average common shares outstanding        163,188,739   144,859,067                                    264,590,086

</TABLE>

See accompanying notes to unaudited pro forma condensed  consolidated  financial
statements.


(a)  Presented in U.S. dollars  and in accordance  with U.S. GAAP - See Note 1 -
     Basis of  Presentation  and Note 6 - Newcourt Credit Group Inc. - Pro Forma
     Reclassifications and Conversions.

                                       4
<PAGE>


                               THE CIT GROUP, INC.
                         AND NEWCOURT CREDIT GROUP INC.

    Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
           As of and for the Nine Months Ended September 30, 1999 and
                      For the Year Ended December 31, 1998

1.   Basis of Presentation

     The  unaudited  pro  forma  condensed  consolidated  balance  sheet  as  of
     September  30, 1999 was  prepared as if the Newcourt  Acquisition  had been
     consummated  on that date with  estimated  fair values  computed based upon
     market values and rates of interest as of November 15, 1999.  The unaudited
     pro forma condensed  consolidated  statements of income for the nine months
     ended  September  30,  1999 and for the year ended  December  31, 1998 were
     prepared  as if  the  Newcourt  Acquisition  had  been  consummated  at the
     beginning of each  respective  period with estimated  fair values  computed
     based upon market values and rates of interest as of November 15, 1999. The
     unaudited pro forma condensed  consolidated  financial statements have been
     prepared using the following information:

     (a)  Unaudited  condensed  consolidated  financial  statements  of The  CIT
          Group,  Inc.  ("CIT" or the  "Company")  as of and for the nine months
          ended September 30, 1999, which are included in CIT's Quarterly Report
          on  Form  10-Q  filed  with  the  Securities  and  Exchange Commission
          ("SEC"),  and audited  consolidated  financial statements of CIT as of
          and for the year ended December 31, 1998,  which are included in CIT's
          Annual Report on Form 10-K filed with the SEC;

     (b)  Unaudited  consolidated  financial statements of Newcourt Credit Group
          Inc.  ("Newcourt")  as of and for the nine months ended  September 30,
          1999,  as filed on Form 6-K  with the SEC,  and  audited  consolidated
          financial statements of Newcourt as of and for the year ended December
          31,  1998,  as  filed on Form 6-K  with  the  SEC,  both  prepared  in
          accordance  with Canadian  generally  accepted  accounting  principles
          ("Canadian  GAAP").  The  financial  statements  of Newcourt  prior to
          January 1, 1999 were reported in Canadian  dollars.  Effective January
          1, 1999, Newcourt changed its reporting currency to U.S. dollars.  For
          purposes of these unaudited pro forma condensed consolidated financial
          statements,  Newcourt's balance sheet and income statement information
          has  been:  (1)  adjusted  to  conform  to  U.S.   generally  accepted
          accounting  principles ("U.S.  GAAP"),  (2) reclassified as to certain
          financial  statement line items to conform to CIT's presentation under
          U.S.  GAAP - See Note 6 -  Newcourt  Credit  Group  Inc.  - Pro  Forma
          Reclassifications   and  Conversions  and  (3)  with  respect  to  the
          unaudited pro forma condensed consolidated statement of income for the
          year ended  December 31, 1998,  converted  to a  presentation  in U.S.
          dollars using an exchange rate of .6733  Canadian  dollar to each U.S.
          dollar.


2.   Pro Forma Assumptions

     (a)  The value of CIT common  stock,  par value $0.01 per share,  issued to
          acquire  Newcourt  common  stock  is  $2,563.7  million,   based  upon
          148,536,081  outstanding  shares of Newcourt  common stock at November
          15,  1999  per  the  Amended  and  Restated   Agreement  and  Plan  of
          Reorganization at a price per Newcourt share of $17.26.  The price per
          share was determined by multiplying by .70 ("the exchange  ratio") the
          average  closing price of CIT Common Stock for the two day period both
          before  and  after  the  date  of the  announcement  of  the  Newcourt
          Acquisition, August 5, 1999.

     (b)  The  acquisition of Newcourt has been accounted for using the purchase
          method.  The  difference  between  the  total  purchase  price and the
          estimated  fair value of net assets  acquired  has been  allocated  to
          goodwill.

                                       5
<PAGE>


     (c)  Estimated  fair  values  for  commercial  loans,   lease  receivables,
          operating lease  equipment,  finance  receivables held for sale, other
          assets, fixed rate senior notes and debt related hedges were estimated
          through  the  application  of  cash  flow  discounting   methodologies
          considering  such factors as current market  interest  rates,  current
          market equipment values and credit risks, as applicable. The resulting
          net  premium/discount on commercial loans, fixed rate senior notes and
          debt  related  hedges for the  purposes of these  unaudited  condensed
          consolidated pro forma statements, is assumed to be amortized/accreted
          into interest income/expense to produce a constant yield to maturity.

3.   Pro  Forma  Adjustments  - The  allocation  of the  purchase  price and the
     portion of the  purchase  price  allocated  to fair value  adjustments  and
     goodwill is detailed below.

     (a)  Estimated pro forma purchase  accounting  adjustments for the Newcourt
          Acquisition were as follows (dollars in millions):

    Newcourt net tangible assets - historical at
    September 30, 1999.................................       $  1,771.2

    Purchase Accounting Adjustments:

       Commercial loans................................           (177.3) (i)
       Lease receivables...............................            (83.1) (ii)
       Assets - other (including $17.0 million
          relating to operating leases) ...............           (204.6) (iii)
       Fixed rate senior notes.........................           (169.3) (iv)
       Accrued liabilities and payables................            (51.8) (vi)
                                                              ----------
                                                                  (686.1)
                                                              ----------
       Restructuring Charge:
          Restructuring charge - other assets..........            (36.5) (v)
          Restructuring charge - accrued liabilities
             and payables .............................           (199.2) (v)
                                                              ----------
            Total Restructuring Charge.................           (235.7)
                                                              ----------
       Subtotal Purchase Accounting Adjustments........           (921.8)

    Tax effects of adjustments.........................            342.5
                                                              ----------
    Total net adjustments to net assets acquired.......           (579.3)
                                                              ----------
    Net tangible assets acquired.......................       $  1,191.9
                                                              ==========

     Income  tax was calculated at a 39% tax rate except for certain items which
     are not tax deductible.

     i.   Adjustment  includes a  mark-to-market  to  decrease  the value of the
          portfolio based upon market  interest rates.  Adjustment also reflects
          the estimated  decrease in carrying value required in connection  with
          the  acquisition to conform  Newcourt  credit  policies and practices,
          including   charge-offs  and  loss  reserves,  to  CIT  standards  and
          practices,  as well as post  acquisition  strategies  for problem loan
          resolution.

     ii.  Adjustment  to reflect the future  realizability  of  estimated  lease
          residuals as well as interest related adjustments.

     iii. Adjustments  to  estimated fair value of other assets (excluding $17.0
          million relating to operating leases) are as follows:

          Debt issuance & other deferred costs ...................    $ 61.5
          Retained interests in securitizations ..................      33.7
          Assets held for disposition, including repossessions ...      30.4
          Venture capital investments ............................      19.0
          Other ..................................................      43.0
                                                                      ------
            Subtotal adjustments to other assets .................     187.6
          Restructuring related charge-other assets ..............      36.5
                                                                      ------
          Total adjustments to other assets ......................    $224.1
                                                                      ======

     iv.  Mark-to-market  to increase  fixed rate debt and debt related  hedges,
          based upon current market interest rates.

                                       6
<PAGE>



     v.   Restructuring  charges  include  transaction  costs (such as advising,
          legal and accounting costs),  severance,  real estate expenses related
          to closing of duplicate facilities, operational redundancies and other
          expenses.  A summary  of the  restructuring  charges  are in the table
          below.  Certain  components of this charge are not  deductible for tax
          purposes.  This restructuring charge is based on information currently
          available to management and is subject to change.

            Other Assets:
              Leasehold abandonment .......................      $ 21.8
              Other .......................................        14.7
                                                                 ------
                                                                   36.5
                                                                 ------

            Accrued Liabilities and Payables:
              Severance and other termination payments ....       102.1
              Combined CIT & Newcourt transaction costs
              for legal, investment banking & accounting ..        62.9
              Leasehold termination costs .................        24.5
              Other .......................................         9.7
                                                                 ------
                                                                  199.2
                                                                 ------
            Total Restructuring Charge ....................      $235.7
                                                                 ======

     vi.  In  addition  to  restructuring  related  charges  of $199.2  million,
          estimated  fair  value  adjustments  related  to  equity  interest  in
          partnerships  of $37.5 million and various other items  totaling $14.3
          million are included in other liabilities.

(b)  Purchase   accounting   adjustments  were  made  to  eliminate   Newcourt's
     stockholders'  equity accounts and to reflect the issuance of shares of CIT
     common stock to purchase  Newcourt  common  stock at the exchange  ratio of
     .70.

(c)  Goodwill for the Newcourt Acquisition was calculated as follows (dollars in
     millions):

       Purchase price...............................................   $2,563.7
       Net tangible assets acquired, as above.......................    1,191.9
                                                                      ---------
           Goodwill.................................................    1,371.8
       Newcourt goodwill at September 30, 1999......................    1,266.2
                                                                      ---------
       Incremental goodwill created by the Newcourt Acquisition.....  $   105.6
                                                                      =========

(d)  The  goodwill  related  to  the  Newcourt  Acquisition  is  amortized  on a
     straight-line basis over a period of twenty-five years.

(e)  Pro forma adjustments to finance income and interest expense were estimated
     for the Newcourt Acquisition as follows (dollars in millions):

<TABLE>
<CAPTION>
                                                                    Nine Months Ended       Year Ended
                                                                    September 30, 1999   December 31, 1998
                                                                    ------------------   -----------------
         <S>                                                             <C>                  <C>
         Accretion of discount on commercial loans.............          $  30.8              $  41.1
         Amortization of premium on fixed rate senior notes
          and debt related hedges..............................             31.2                 41.6
                                                                         -------              -------
         Total net adjustment to net finance income............          $  62.0              $  82.7
                                                                         =======              =======
</TABLE>

(f)  Income tax  expense  was  calculated  at a 39% tax rate,  representing  the
     expected tax rate of the  temporary  differences,  which are expected to be
     realized. Goodwill amortization is non-deductible for tax purposes.

                                       7
<PAGE>



4.   Earnings Per Share

     Basic  earnings per common share was  calculated by dividing the net income
     by the weighted  average number of common shares  outstanding  for the nine
     months ended  September 30, 1999 and for the year ended  December 31, 1998,
     for  both  CIT  and  Newcourt.   For  the  unaudited  pro  forma  condensed
     consolidated  financial  statements,  Newcourt  shares were adjusted to the
     equivalent shares of CIT stock based upon the exchange ratio.

     Diluted  earnings per common share was calculated  using the same method as
     basic earnings per share, and includes  potential  dilution of common stock
     equivalents.

     The calculation of basic and diluted earnings per common share for Newcourt
     for the year ended  December 31, 1998 excludes a  non-recurring  premium of
     $29.9  million on the  redemption  of preferred  securities.  Including the
     premium in the calculation of basic and diluted  earnings per common share,
     Newcourt's  basic earnings per common share and diluted earnings per common
     share were $0.90 and $0.88,  respectively.  For purposes of these unaudited
     pro  forma  condensed   consolidated   financial   statements,   pro  forma
     consolidated  basic  earnings  per common  share and diluted  earnings  per
     common share would have been $1.87 and $1.85, respectively.

5.   Estimated  Effect of Pro  Forma  Amortization  and  Accretion  of  Purchase
     Accounting Adjustments

     The following  table  summarizes the  prospective  estimated  impact of the
     amortization and accretion of the purchase  accounting  adjustments made in
     connection with the Newcourt Acquisition on CIT's results of operations for
     the years indicated (dollars in millions):

<TABLE>
<CAPTION>
                                          Loan & Lease                        Effect on
 For the year ended       Goodwill         Receivable           Debt        Pretax Income
    December 31,        Amortization       Accretion        Amortization        (Loss)
-----------------------------------------------------------------------------------------
<S>                     <C>                <C>                <C>            <C>
        2000            $     (54.9)       $   41.1           $   41.6       $      27.8
        2001                  (54.9)           30.8               10.7             (13.4)
        2002                  (54.9)           21.0               10.4             (23.5)
        2003                  (54.9)           12.4               10.8             (31.7)
        2004                  (54.9)            7.1                6.9             (40.9)
2005 and thereafter        (1,097.3)           30.2               88.9            (978.2)
                        -----------        --------           --------       -----------
       Totals           $  (1,371.8)       $  142.6           $  169.3       $  (1,059.9)
                        ===========        ========           ========       ===========
</TABLE>

                                       8

<PAGE>


6.   Newcourt Credit Group Inc. - Pro Forma Reclassifications and Conversions

     The following consolidated balance sheet and income statement schedules and
     related  footnotes  set  forth  the  conversion  of  Newcourt's  historical
     financial  statements to U.S. dollars as applicable,  and U.S. GAAP and the
     pro forma  reclassifications  necessary to conform the financial statements
     to a reporting basis consistent with CIT.

As of September 30, 1999

<TABLE>
<CAPTION>
                                                                                                           Newcourt
                                                                                                        Presented on
Balance Sheet Category                            Newcourt            Pro Forma                        CIT's Reporting
                                               Presentation(l)    Reclassifications        Note             Basis
----------------------------------------------------------------------------------------------------------------------
<S>                                            <C>                <C>                      <C>         <C>
(Dollars in Millions)
Assets:
Financing and leasing assets
Loans
     Commercial                                 $        --         $   5,568.6             (a)          $   5,568.6
Lease receivables                                        --             4,872.5             (a)              4,930.3
                                                                           57.8             (b)
                                                -----------         -----------                          -----------
     Finance receivables                                 --            10,498.9                             10,498.9
Reserve for credit losses                                --              (203.0)            (a)               (203.0)
                                                -----------         -----------                          -----------
     Net finance receivables                             --            10,295.9                             10,295.9
Operating lease equipment, net                      2,223.1               (57.8)            (b)              2,165.3
Commercial finance receivables held for sale          747.6                  --                                747.6
Goodwill                                            1,266.2                  --                              1,266.2
Cash and cash equivalents                              87.2                  --                                 87.2
Other assets                                             --               811.9          Sum of (c)          1,599.9
                                                                          788.0             (a)
Finance assets held for investment                 11,026.1           (11,026.1)         Sum of (a)               --
Investment in affiliated companies                    323.1              (323.1)            (c)                   --
Accounts receivable, prepaids and other               363.9              (363.9)            (c)                   --
Property and equipment, net                           124.9              (124.9)            (c)                   --
Future income tax asset                               286.8              (286.8)            (d)                   --
                                                -----------         -----------                          -----------
     Total assets                               $  16,448.9         $    (286.8)                         $  16,162.1
                                                ===========         ===========                          ===========
Liabilities and Stockholders' Equity:
Commercial paper                                $        --         $   2,092.0             (e)          $   2,092.0
Variable rate senior notes                               --             1,096.7             (e)              1,096.7
Fixed rate senior notes                                  --             9,731.5             (e)              9,731.5
                                                -----------         -----------                          -----------
   Total debt                                            --            12,920.2                             12,920.2
Accrued liabilities and payables                      491.3                  --                                491.3
Deferred federal income taxes                            --              (286.8)            (d)               (286.8)
Debt                                               12,920.2           (12,920.2)         Sum of (e)               --
                                                -----------         -----------                          -----------
   Total liabilities                               13,411.5              (286.8)                            13,124.7
                                                -----------         -----------                          -----------
Share capital                                       2,756.4                  --                              2,756.4
Retained earnings                                     281.0                  --                                281.0
                                                -----------         -----------                          -----------
     Total stockholders' equity                     3,037.4                  --                              3,037.4
                                                -----------         -----------                          -----------
     Total liabilities and stockholders'
        equity                                  $  16,448.9         $    (286.8)                         $  16,162.1
                                                ===========         ===========                          ===========
</TABLE>

                                        9
<PAGE>


For the nine months ended
September 30, 1999
<TABLE>
<CAPTION>

                                                                                                         Newcourt
                                                                                                       Presented on
                                                  Newcourt           Pro Forma                       CIT's Reporting
Income Statement Category                     Presentation(l)    Reclassifications       Note              Basis
--------------------------------------------------------------------------------------------------------------------
<S>                                           <C>                <C>                     <C>         <C>
(Dollars in Millions)

Finance income                                 $        --         $   1,610.5           (f)           $  1,610.5
Interest expense                                        --               630.9           (f)                630.9
Net finance and rental income                        341.8              (341.8)       Sum of (f)               --
                                               -----------         -----------                        -----------
     Net finance income                              341.8               637.8                              979.6
Securitization gains                                 128.4              (128.4)          (i)                   --
Syndication fees                                      91.1               (91.1)          (i)                   --
Fees and other income                                190.7               219.5        Sum of (i)            376.0
                                                                         (90.9)       Sum of (k)
                                                                          56.7           (f)

Gain on sale of automobile fleet leasing
      businesses                                        --                34.3           (k)                 34.3
Gain on extinguishment of derivative
      financial instruments                             --                56.6           (k)                 56.6
                                               -----------         -----------                        -----------
     Operating revenues                              752.0               694.5                            1,446.5
                                               -----------         -----------                        -----------
Salaries and general operating expenses                 --                20.8           (h)                575.1
                                                                         554.3        Sum of (g)
Provision for credit losses                             --                93.9           (f)                 93.9
Depreciation on operating lease equipment               --               600.6           (f)                600.6
Goodwill amortization                                   --                35.7           (h)                 35.7
Operating and administrative                         283.1              (283.1)          (g)                   --
Salaries and wages                                   271.2              (271.2)          (g)                   --
Goodwill amortization, depreciation and other
expenses                                              56.5               (56.5)       Sum of (h)               --
                                               -----------         -----------                        -----------
     Operating expenses                              610.8               694.5                            1,305.3
                                               -----------         -----------                        -----------
     Income before provision for income taxes        141.2                  --                              141.2
Provision for income taxes                            53.2                  --                               53.2
                                               -----------         -----------                        -----------
    Net income                                 $      88.0         $        --                        $      88.0
                                               ===========         ===========                        ===========

</TABLE>

                                       10

<PAGE>




For the year ended
December 31, 1998

<TABLE>
<CAPTION>

                                                                                                              Newcourt
                                                                                                            Presented on
                                                    Newcourt            Pro Forma                         CIT's Reporting
Income Statement Category                        Presentation(l)    Reclassifications        Note              Basis
-------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>                <C>                      <C>          <C>
(Dollars in Millions)

Finance income                                    $        --          $  1,888.4             (f)           $  1,888.4
Interest expense                                           --               657.9             (f)                657.9
Net finance and rental income                           549.2              (549.2)         Sum of (f)               --
                                                  -----------         -----------                          -----------
     Net finance income                                 549.2               681.3                              1,230.5
Gain on sale of finance assets                          287.5              (287.5)            (j)                   --
Fees and other income                                   155.3               287.5             (j)                548.7
                                                                            105.9             (f)
                                                  -----------         -----------                          -----------
     Operating revenues                                 992.0               787.2                              1,779.2
                                                  -----------         -----------                          -----------
Salaries and general operating expenses                    --                34.5             (h)                698.3
                                                                            663.8          Sum of (g)
Provision for credit losses                                --               100.5             (f)                100.5
Depreciation on operating lease equipment                  --               686.7             (f)                686.7
Goodwill amortization                                      --                44.4             (h)                 44.4
Operating and administrative                            365.2              (365.2)            (g)                   --
Salaries and wages                                      298.6              (298.6)            (g)                   --
Goodwill amortization, depreciation and other
expenses                                                 78.9               (78.9)         Sum of (h)               --
                                                  -----------         -----------                          -----------
     Operating expenses                                 742.7               787.2                              1,529.9
                                                  -----------         -----------                          -----------
     Income before provision for income taxes           249.3                  --                                249.3
Provision for income taxes                               91.5                  --                                 91.5
                                                  -----------         -----------                          -----------
    Net income                                    $     157.8         $        --                          $     157.8
                                                  ===========         ===========                          ===========

</TABLE>


(a)  Finance assets held for investment has been  reclassified to the line items
     Commercial loans,  Lease  receivables,  Reserve for credit losses and Other
     assets (relating to interests in securitized receivables).

(b)  Rental  receivables,  net,  have been  reclassified  to the line item Lease
     receivables.

(c)  Investment  in  affiliated  companies,  Accounts  receivable,  prepaids and
     other, and Property and equipment,  net have been  reclassified to the line
     item Other assets.

(d)  Future  income tax asset has been  reclassified  to the line item  Deferred
     federal income taxes.

(e)  Debt has been  reclassified to the line items  Commercial  paper,  Variable
     rate senior notes and Fixed rate senior notes.

(f)  Net  finance  and  rental  income has been  reclassified  to the line items
     Finance  income,  Interest  expense,  Fees and other income,  Provision for
     credit losses, and Depreciation on operating lease equipment.

(g)  Operating and  administrative and Salaries and wages have been reclassified
     to the line item Salaries and general operating expenses.

                                       11
<PAGE>

(h)  Goodwill   amortization,   depreciation   and  other   expenses  have  been
     reclassified  to the line items  Salaries  and general  operating  expenses
     (relating to depreciation on property and equipment and the amortization of
     other intangibles) and Goodwill amortization.

(i)  Securitization  gains and  Syndication  fees have been  reclassified to the
     line item Fees and other income.

(j)  Gain on sale of  finance  assets  has been  reclassified  to Fees and other
     income.

(k)  Gain  on  sale  of  automobile   fleet  leasing   businesses  and  Gain  on
     extinguishment of derivative  financial  instruments have been reclassified
     from Fees and other income.

(l)  The unaudited  consolidated  financial statements of Newcourt as of and for
     the nine months  ended  September  30,  1999 and the  audited  consolidated
     statement of income for the year ended December 31, 1998,  were prepared in
     accordance  with  accounting   principles  generally  accepted  in  Canada.
     Financial statements for Newcourt prior to January 1, 1999 were reported in
     Canadian  dollars.  On January  1, 1999,  Newcourt  changed  its  reporting
     currency to U.S. dollars. The primary differences between Canadian and U.S.
     GAAP, as they relate to Newcourt's financial statements, are the accounting
     treatment of securitizations and restructuring charges. For the purposes of
     these  unaudited  pro forma  condensed  consolidated  financial  statements
     (presented in U.S. dollars as described in Note 1b),  adjustments have been
     made to the balance  sheet and income  statements of Newcourt as of and for
     the nine months ended  September  30, 1999 and for the year ended  December
     31, 1998 to conform them to U.S. GAAP. The 1998  adjustments  are presented
     in Note 21 to the audited  consolidated  financial  statements  included in
     Newcourt's  Form 6-K for the year ended December 31, 1998. The  adjustments
     for the nine months ended September 30, 1999 have been provided by Newcourt
     management. The adjustments are summarized in the following table.

<TABLE>
<CAPTION>
                                                                      For the Nine
(Dollars in Millions)                                                 Months Ended          For the Year Ended
Income Statement:                                                  September 30, 1999       December 31, 1998
----------------------------------------------------------------------------------------------------------------
<S>                                                                 <C>                      <C>
Net income as reported under Canadian GAAP                              $   138.5                $  198.2

Differences in accounting for securitization transactions
   (net of income taxes of $7.5 million for the nine months
   ended September 30, 1999 and $7.1 million for the year
   ended December 31, 1998)                                                 (13.9)                   (9.8)

Differences in accounting for restructuring charge (net of
   income taxes of $12.8 million for the nine months ended
   September 30, 1999 and $19.5 million for the year ended
   December 31, 1998)                                                       (16.9)                  (25.6)

Differences resulting from costs relating to sale of Newcourt
   (net of income taxes of $7.5 million for the nine months
   ended September 30, 1999)                                                (11.2)                     --

Other (net of income taxes of $5.2 million for the nine
   months ended September 30, 1999 and $1.6 million for the
   year ended December 31, 1998)                                             (8.5)                   (5.0)

------------------------------------------------------------------------------------------------------------------
Net income, as reported under U.S. GAAP                                 $    88.0                $  157.8
------------------------------------------------------------------------------------------------------------------

</TABLE>

At September 30, 1999 the cumulative  effect of the difference  between Canadian
and U.S.  GAAP  resulted  in a decrease in Total  stockholders'  equity of $95.9
million,  which was  recorded  as a  decrease  of  $158.6  million  to  Accounts
receivable, prepaids and other and an increase to the Future income tax asset of
$62.7 million.

                                       12
<PAGE>




                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant has duly caused this amended report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                        THE CIT GROUP
                                        ----------------------------------------
                                        (Registrant)

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

Dated: January 31, 2000

                                       13