| |                                                            |                
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| | OMB APPROVAL                                              
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|----------------------------------
|UNITED STATES                     
|SECURITIES AND EXCHANGE COMMISSION
|Washington, D.C. 20549            

(Mark One)

|                                                                                                                           | 
|-------------------------------------------------------------------------------------------------------------------------- | 
|xANNUAL
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934                                    
|                                                                                                                           | 
|For the fiscal year ended
 December 31, 2008                                                                              
|                                                                                                                           | 
|_________________________________________________________________________________________                                 
|or                                                                                                                        
|                                                                                                                           | 
|oTRANSITION
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934                                
|                                                                                                                           | 
|For the transition period
 from ___________________________________________ to ___________________________________________

|                                                                
|----------------------------------------------------------------
|Commission file number of
 issuing entity: 333-122288-05        
|                                                                
|CIT
 Equipment Collateral 2008-VT1                              
|(Exact name of issuing entity as specified in its charter)      
|                                                                
|Commission
 file number of registrant/depositor: 000-30501      
|                                                                
|CIT
 Funding Company, LLC                                       
|(Exact name of registrant/depositor as specified in its charter)
|                                                                
|CIT
 Financial USA, Inc.                                        
|(Exact name of sponsor as specified in its charter)             

|                                                                  |  |                                        
|----------------------------------------------------------------- |  | ---------------------------------------
|Delaware                                                          |  | 26-6369346                             
|(State
 or other jurisdiction of 
 incorporation or organization) |  | (I.R.S.
 Employer 
 Identification No.)

|                                                                                                                                                                                        |  |            
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------
|c/o Deutsche Bank Trust
 Company Delaware, c/o Deutsche Bank Trust Company Americas, Structured
 Finance Services, 60 Wall Street, 26thFloor, Mail Stop
 NYC60-2606, New York, New York |  | 10005      
|(Address of principal
 executive offices)                                                                                                                                               |  | (Zip
 Code)

Issuing entitys telephone
number, including area code: (212) 250-2946

Securities registered
pursuant to Section 12(b) of the Act: None.

Securities registered pursuant to section 12(g) of the Act: None.

|                                                                                                                              
|------------------------------------------------------------------------------------------------------------------------------
|Indicate by check mark if
 the registrant is a well-known seasoned issuer, as defined in Rule 405 of the
 Securities Act.     
|o
 Yesx No                                                                                                                    
|Indicate by check mark
 if the registrant is not required to file reports pursuant to Section 13 or
 Section 15(d) of the Act.
|o
 Yesx No                                                                                                                    

Note
- Checking the box above will not relieve any registrant required to file
reports pursuant to Section 13 or 15 (d) of the Exchange Act from their
obligations under those Sections.

Exhibit Index Appears on Page 10.

|                 |                                                                                                                                                                         
|---------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|SEC 1673 (02-08) | 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 control number.

---



Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. 
                                        
x
Yes o No

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrants knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. 
                                        
x

Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
definition of large accelerated filer, accelerated filer and smaller
reporting company in Rule 12b-2 of the Exchange Act.

|                                                                       |  |                            
|---------------------------------------------------------------------- |  | ---------------------------
|Large accelerated filer o                                              |  | Accelerated filer o        
|                                                                      
|Non-accelerated filer x (Do not check if a smaller reporting
 company) |  | Smaller reporting company o

Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act). o Yes x
No

State the aggregate market
value of the voting and non-voting common equity held by non-affiliates
computed by reference to the price at which the common equity was last sold, or
the average bid and asked price of such common equity, as of the last business
day of the registrants most recently completed second fiscal quarter.

Note. If a determination as to whether a
particular person or entity is an affiliate cannot be made without involving
unreasonable effort and expense, the aggregate market value of the common stock
held by non-affiliates may be calculated on the basis of assumptions reasonable
under the circumstances, provided that the assumptions are set forth in this Form.

Not Applicable.

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

|                                                                                                                                                                                                                                                            
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Indicate
 by check mark whether the registrant has filed all documents and reports
 required to be filed by Section 12, 13 or 15(d) of the Securities Exchange
 Act of 1934 subsequent to the distribution of securities under a plan
 confirmed by a court.
|o                                                                                                                                                                                                                                                           
|Yes                                                                                                                                                                                                                                                         
|o                                                                                                                                                                                                                                                           
|No                                                                                                                                                                                                                                                          

Not Applicable.

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate
the number of shares outstanding of each of the registrants classes of common
stock, as of the latest practicable date.

Not Applicable.

DOCUMENTS INCORPORATED BY REFERENCE

List
hereunder the following documents if incorporated by reference and the Part of
the Form 10-K (e.g., Part I, Part II, etc.) into which the document is
incorporated: (1) Any annual report to security holders; (2) Any proxy or information
statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under
the Securities Act of 1933. The listed documents should be clearly described
for identification purposes (e.g., annual report to security holders for fiscal
year ended December 24, 1980).

None.

-2-

---



PART I

Item lB. Unresolved Staff Comments.

None.

Item 1112(b) of Regulation AB. Significant Obligor Financial
Information.

Not Applicable.

Item 1114(b)(2) and Item 1115(b) of Regulation AB.
Significant Enhancement Provider Financial Information.

On May 14, 2008, the issuing
entity issued, inter alia, its Floating Rate Class A2-B Receivable
Backed Notes. In connection with such issuance, the issuing entity entered into
an interest rate swap agreement with Barclays Bank PLC, as external derivative
counterparty. Such interest rate swap agreement is used to alter the payment
characteristics of the cashflows from the issuing entity with respect to such
asset-backed securities. The primary purpose of such interest rate swap agreement
is not to provide credit enhancement related to the pool assets or such asset-backed
securities. CIT Financial USA, Inc., the sponsor, has determined that, as of
December 31, 2008 and during the period from May 14, 2008 through December 31,
2008, the significance
percentage, as defined
in and calculated under Item 1115 of Regulation AB (17 CFR 229.1115), for Barclays
Bank PLC in respect of such interest rate swap agreement was less than ten percent
(10%).

Please see the Prospectus
Supplement, dated May 9, 2008, and the Prospectus, dated May 6, 2008,
previously filed with the Securities and Exchange Commission (the Commission)
with respect to the issuing entity on May 14, 2008 and with respect to the
registrant/depositor on May 27, 2008 pursuant to Rule 424(b)(5) of the
Securities Act of 1933, as amended (the Securities Act), as supplemented
by the Supplement to Prospectus Supplement, dated May 13, 2008, previously filed
with the Commission with respect to the issuing entity on May 14, 2008 and with
respect to the registrant/depositor on May 27, 2008 pursuant to Rule 424(b)(5)
of the Securities Act, for further information about Barclays Bank PLC and the
material terms of the related interest rate swap agreement.

Item 1117 of Regulation AB. Legal Proceedings.

There are no legal proceedings
pending, or any proceedings known to be contemplated by governmental
authorities against the servicer, the depositor, any of the subservicers, the
external derivative counterparty, the indenture trustee, the owner trustee or
the issuing entity, or any property thereof, that are material to holders of
the notes. The foregoing statements, insofar as they relate to Dell Financial
Services, L.L.C., DFS-SPV, L.L.C., Barclay Bank PLC, Manufacturers and Traders
Trust Company or Deutsche Bank Trust Company Delaware, are based on information
provided by such entities. The registrant/depositor and the issuing entity have
no reason to believe that such information is false, inaccurate or incomplete.

Item 1119 of Regulation AB. Affiliations and Certain Relationships
and Related Transactions.

CIT Funding Company, LLC, the
registrant/depositor, holds all of the ownership interest in CIT Equipment
Collateral 2008-VT1, the issuing entity. CIT Funding Company, LLC is a direct
wholly-owned subsidiary of CIT Financial USA, Inc., the sponsor and servicer,
and an indirect wholly-owned subsidiary of CIT Group Inc. CIT Communications
Finance Corporation and CIT Technology Financing Services, Inc., which are
originators and subservicers, and CIT Financial USA, Inc. are indirect
wholly-owned subsidiaries of CIT Group Inc.

CIT Funding Company, LLC
holds all of the ownership interest in CIT Equipment Trust  VFC Series, an
originator. CIT Funding Company, LLC established CIT Equipment Trust  VFC
Series to finance contracts and related equipment interests through a warehouse
receivables securitization facility. CIT Funding Company, LLC terminated its
warehouse receivables securitization facility with CIT Equipment Trust  VFC
Series on August 15, 2008.

Dell Financial Services
L.L.C., an originator and subservicer, holds all of the ownership interest in
DFS-SPV L.L.C., an originator and subservicer. Although DFS-SPV L.L.C. is
acting as a subservicer, it has delegated all subservicing operations,
functions and activities to Dell Financial Services L.L.C. with respect to pool
assets originated by Dell Financial Services L.L.C. Pursuant to certain
arrangements, CIT Financial USA, Inc. regularly purchases finance receivables
from Dell Financial Services L.L.C. through DFS-SPV L.L.C.

Please see the Prospectus
Supplement, dated May 9, 2008, and the Prospectus, dated May 6, 2008,
previously filed with the Commission with respect to the issuing entity on May
14, 2008 and with respect to the registrant/depositor on May 27, 2008 pursuant to
Rule 424(b)(5) of the Securities Act, as supplemented by the Supplement to
Prospectus Supplement, dated May 13, 2008, previously filed with the Commission
with respect to the issuing entity on May 14, 2008 and with respect to the

-3-

---



registrant/depositor on May
27, 2008 pursuant to Rule 424(b)(5) of the Securities Act, for further
information about the foregoing affiliations, relationships and transactions.
Except as set forth in the Prospectus Supplement and Prospectus, there are no
material business relationships, agreements, arrangements, transactions, or
understandings between the registrant/depositor or issuing entity and any of
their affiliates, including the servicer, the sponsor or any originators, which
would have a material adverse effect on the pool assets or the notes.

Item 1122 of Regulation AB. Compliance with Applicable
Servicing Criteria.

(a)(i)
CIT Financial USA, Inc. (CIT-FUSA) has assessed its compliance as
of December 31, 2008 and during the twelve months ended December 31, 2008 (the Reporting
Period) with the servicing criteria set forth in Item 1122(d) of Regulation
AB (17 CFR 229.1122(d)), except for Items 1122(d)(1)(ii) (to the extent such
item is performed, in part, by subservicers), 1122(d)(1)(iii), 1122(d)(1)(iv),
1122(d)(2)(i) (to the extent such item is performed, in part, by subservicers),
1122(d)(2)(ii) (to the extent that such item relates to (A) the actual
disbursement or remittance of funds to investors which is performed by the
indenture trustee and (B) disbursements on behalf of an obligor, and to the
extent such item is performed, in part, by subservicers), 1122(d)(2)(iii) (to
the extent that such item relates to guarantees regarding collections, cash
flows or distributions, and to the extent such item is performed, in part, by
subservicers), 1122(d)(2)(v) (to the extent such item is performed, in part,
by subservicers), 1122(d)(2)(vi), 1122(d)(2)(vii) (to the extent such item is
performed, in part, by subservicers), 1122(d)(3)(i) (to the extent that such
item relates to agreement with investors or the trustees records
as to the total unpaid principal balance and number of pool assets serviced),
1122(d)(3)(ii) (to the extent that such item relates to (A) the actual
remittance of funds by subservicers from their own concentration accounts to
the indenture trustee and (B) the actual disbursement
or remittance of funds to investors which is performed by the indenture
trustee), 1122(d)(3)(iii) (to the extent that such item relates to the actual
disbursement or remittance of funds to investors which is performed by the indenture
trustee, and to the extent such item is performed, in part, by subservicers),
1122(d)(4)(iii) (to the extent such item is performed, in part, by subservicers),
1122(d)(4)(v) (to the extent such item is performed, in part, by subservicers),
1122(d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii), 1122(d)(4)(xiii),
1122(d)(4)(xiv) (to the extent such item is performed, in part, by subservicers)
and 1122(d)(4)(xv) of such regulation, which CIT-FUSA has determined are not
applicable to the servicing activities CIT-FUSA performs with respect to the
asset-backed securities platform described in CIT-FUSAs Report on
Assessment of Compliance with Applicable Servicing Criteria Pursuant to Item
1122 of Regulation AB (the CIT-FUSA
Applicable Servicing Criteria).

(a)(ii)
As more fully described in the related documents referred to below, CIT-FUSA has
complied, in all material respects, as of December 31, 2008 and during the
Reporting Period with the CIT-FUSA Applicable Servicing Criteria, except for
the following:

1.
Item 1122(d)(3)(i): Reports to
investors, including those to be filed with the Commission, are maintained in
accordance with the transaction agreements and applicable Commission
requirements. Specifically, such reports: (A) Are prepared in accordance with
timeframes and other terms set forth in the transaction agreements; (B) Provide
information calculated in accordance with the terms specified in the
transaction agreements; (C) Are filed with the Commission as required by its
rules and regulations; and (D) Agree with investors or the trustees records
as to the total unpaid principal balance and number of pool assets serviced by
the servicer.

The Company did not file its Report
on Form 10D for the November 20, 2008 payment date and the collection period
from October 1, 2008 to October 31, 2008 with the Commission timely as required
    by Item 1122(d)(3)(i) of Regulation AB.

(a)(iii)
The following documents relating to the foregoing statements are filed as part
of this report on Form 10-K:

| |             |  |                                                                                                                                          | 
| | ----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------- | 
| | Exhibit No. |  | Description of Document:                                                                                                                 | 
| |             |  |                                                                                                                                          | 
| |             |  |                                                                                                                                         
| | 33.1        |  | Report on Assessment of
 Compliance with Applicable Servicing Criteria Pursuant to Item
1122 of Regulation AB (CIT Financial USA, Inc.).
| |             |  |                                                                                                                                         
| | 34.1        |  | Report of Independent
 Registered Public Accounting Firm (PricewaterhouseCoopers LLP).                                                  

(b)(i)
CIT Communications Finance Corporation (CIT-CFC) has assessed its
compliance as of December 31, 2008 and during the Reporting Period with the servicing
criteria set forth in Item 1122(d) of Regulation AB (17 CFR 229.1122(d)),
except for Items 1122(d)(1)(i), 1122(d)(1)(iii), 1122(d)(1)(iv), 1122(d)(2)(ii)
(to the extent that such item relates to (A) the actual disbursement or
remittance of funds to investors which is performed by the indenture trustee
and (B) disbursements on behalf of an obligor), 1122(d)(2)(iii) (to the extent
that such item relates to guarantees regarding collections, cash flows or
distributions), 1122(d)(2)(iv), 1122(d)(2)(vi), 1122(d)(3)(i), 1122(d)(3)(ii)
(to the extent that such item relates to (A) the Companys receiving and
acting upon instructions from the master servicer as to timing and amounts of
remittances to the indenture trustee from the Companys concentration account
and (B) the actual disbursement or remittance of funds to investors which is
performed by the indenture trustee), 1122(d)(3)(iii) (to the extent that such
item relates to the actual disbursement or remittance of funds to investors which
is performed by the indenture trustee), 1122(d)(3)(iv), 1122(d)(4)(ix), 1122(d)(4)(x),
1122(d)(4)(xi), 1122(d)(4)(xii), 1122(d)(4)(xiii) and 1122(d)(4)(xv) of such
regulation, which CIT-CFC has determined are not applicable to the servicing
activities CIT-CFC performs with respect to the asset-backed securities platform
that is described in CIT-CFCs Report
on Assessment of Compliance with Applicable Servicing Criteria Pursuant to Item
1122 of Regulation AB (the CIT-CFC Applicable
Servicing Criteria).

CIT-CFC
    engages certain vendors to perform the activities described in Items 1122(d)(2)(i),
    1122(d)(4)(i) and 1122(d)(4)(ii) of Regulation AB (17 CFR 229.1122(d)(2)(i),
    1122(d)(4)(i), 1122(d)(4)(ii)) and has policies and procedures in place designed
    to provide reasonable assurance that such vendors activities comply
    in all material respects with the servicing criteria applicable to such vendors.
    CIT-CFC has determined that such vendors are not servicers for purposes of
    Item 1101(j) of Regulation AB (17 CFR 229.1101(j)) and elected to take responsibility
    for assessing compliance with the servicing criteria applicable to such vendors,
    as permitted by Interpretation 17.06 of the Commissions Division of
    Corporation Finance Manual of Publicly Available Telephone Interpretations
    (the Telephone Interpretations).

-4-

---



(b)(ii)
As more fully described in the related documents referred to below, CIT-CFC has
complied, in all material respects, as of December 31, 2008 and during the
Reporting Period with the CIT-CFC Applicable Servicing Criteria.

(b)(iii)
The following documents relating to the foregoing statements are filed as part
of this report on Form 10-K:

| |             |  |                                                                                                                                                         | 
| | ----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | Exhibit No. |  | Description of Document:                                                                                                                                | 
| |             |  |                                                                                                                                                         | 
| |             |  |                                                                                                                                                         | 
| | 33.2        |  | Report on Assessment of
 Compliance with Applicable Servicing Criteria Pursuant to Item
1122 of Regulation AB (CIT Communications Finance Corporation).
| |             |  |                                                                                                                                                        
| | 34.2        |  | Report of Independent
 Registered Public Accounting Firm (PricewaterhouseCoopers LLP).                                                                 

(c)(i)
CIT Technology Financing Services, Inc. (CIT-TFS) has assessed its
compliance as of December 31, 2008 and during the Reporting Period with the servicing
criteria set forth in Item 1122(d) of Regulation AB (17 CFR 229.1122(d)),
except for Items 1122(d)(1)(i), 1122(d)(1)(iii), 1122(d)(1)(iv), 1122(d)(2)(ii)
(to the extent that such item relates to (A) the actual disbursement or
remittance of funds to investors which is performed by the indenture trustee
and (B) disbursements on behalf of an obligor), 1122(d)(2)(iii) (to the extent
that such item relates to guarantees regarding collections, cash flows or distributions),
1122(d)(2)(iv), 1122(d)(2)(vi), 1122(d)(3)(i), 1122(d)(3)(ii) (to the extent
that such item relates to (A) the Companys receiving and acting upon instructions
from the master servicer as to timing and amounts of remittances to the indenture
trustee from the Companys concentration account and (B) the actual disbursement
or remittance of funds to investors which is performed by the indenture trustee),
1122(d)(3)(iii) (to the extent that such item relates to the actual disbursement
or remittance of funds to investors which is performed by the indenture trustee),
1122(d)(3)(iv), 1122(d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii),
1122(d)(4)(xiii) and 1122(d)(4)(xv) of such regulation, which CIT-TFS has
determined are not applicable to the servicing activities CIT-TFS performs with
respect to the asset-backed securities platform which is described in CIT-TFSs
Report on Assessment of Compliance with Applicable Servicing Criteria Pursuant
to Item 1122 of Regulation AB (the CIT-TFS
Applicable Servicing Criteria). DFS states that it engages certain
vendors to perform the activities described in Item 1122(d)(2)(i) of Regulation
AB (17 CFR 229.1122(d)(2)(i)) and has policies and procedures in place designed
to provide reasonable assurance that such vendors’ activities comply in
all material respects with the servicing criteria applicable to such vendors.  DFS
states that it has determined that such vendors are not servicers for purposes
of Item 1101(j) of Regulation AB (17 CFR 229.1101(j)) and elected to take responsibility
for assessing compliance with the servicing criteria applicable to such vendors,
as permitted by Interpretation 17.06 of the Telephone Interpretations.

CIT-TFS
    engages certain vendors to perform the activities described in Items 1122(d)(2)(i),
    1122(d)(4)(i) and 1122(d)(4)(ii) of Regulation AB (17 CFR 229.1122(d)(2)(i),
    1122(d)(4)(i), 1122(d)(4)(ii)) and has policies and procedures in place designed
    to provide reasonable assurance that such vendors activities comply
    in all material respects with the servicing criteria applicable to such vendors.
    CIT-TFS has determined that such vendors are not servicers for purposes of
    Item 1101(j) of Regulation AB (17 CFR 229.1101(j)) and elected to take responsibility
    for assessing compliance with the servicing criteria applicable to such vendors,
as permitted by Interpretation 17.06 of the Telephone Interpretations.

(c)(ii)
As more fully described in the related documents referred to below, CIT-TFS has
complied, in all material respects, as of December 31, 2008 and during the
Reporting Period with the CIT-TFS Applicable Servicing Criteria, except for the
following:

1.
Item 1122(d)(2)(vii):
Reconciliations are prepared on a monthly basis for all asset-backed securities
related bank accounts, including custodial accounts and related bank clearing
accounts. These reconciliations: (A) are mathematically accurate; (B) are
prepared within 30 calendar days after the bank statement cutoff date, or such
other number of days specified in the transaction agreements; (C) are reviewed
and approved by someone other than the person who prepared the reconciliation;
and (D) contain explanations for reconciling items. These reconciling items are
resolved within 90 calendar days of their original identification, or such
other number of days specified in the transaction agreements.

Certain reconciling items were not resolved within 90 calendar
    days of their original identification as required by Item 1122(d)(2)(vii)(D)
    of Regulation AB.

(c)(iii)
The following documents relating to the foregoing statements are filed as part
of this report on Form 10-K:

| |             |  |                                                                                                                                                          | 
| | ----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | Exhibit No. |  | Description of Document:                                                                                                                                 | 
| |             |  |                                                                                                                                                          | 
| |             |  |                                                                                                                                                          | 
| | 33.3        |  | Report on Assessment of Compliance
 with Applicable Servicing Criteria Pursuant to Item
1122 of Regulation AB (CIT Technology Financing Services, Inc.).
| |             |  |                                                                                                                                                         
| | 34.3        |  | Report of Independent
 Registered Public Accounting Firm (PricewaterhouseCoopers LLP).                                                                  

(d)(i)
Dell Financial Services L.L.C. and DFS-SPV L.L.C. (collectively, DFS) have
assessed their compliance as of December 31, 2008 and during the Reporting
Period with the servicing criteria set forth in Item 1122(d) of Regulation AB
(17 CFR 229.1122(d)), except for Items 1122(d)(1)(i), 1122(d)(1)(iii),
1122(d)(1)(iv), 1122(d)(2)(ii), 1122(d)(2)(iii), 1122(d)(2)(iv),
1122(d)(2)(vi), 1122(d)(3)(i), 1122(d)(3)(ii), 1122(d)(3)(iii), 1122(d)(3)(iv),
1122(d)(4)(iii), 1122(d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi),
1122(d)(4)(xii), 1122(d)(4)(xiii) and 1122(d)(4)(xv) of such regulation, which
DFS has determined are not applicable to the servicing activities DFS performs
with respect to the asset-backed securities platform which is described in
DFSs Report on Assessment of Compliance with Applicable Servicing Criteria
Pursuant to Item 1122 of Regulation AB
(the DFS Applicable Servicing Criteria).

DFS states that it engages certain vendors to perform the
activities described in Item 1122(d)(2)(i) of Regulation AB (17 CFR
229.1122(d)(2)(i)) and has policies and procedures in place designed to provide reasonable assurance that such vendors activities
comply in all material respects with the servicing criteria applicable to such vendors.  DFS states that it has determined that such
vendors are not servicers for purposes of Item 1101(j) of Regulation AB (17 CFR 229.1101(j)) and elected to take responsibility for
assessing compliance with the servicing criteria applicable to such vendors, as permitted by Interpretation 17.06 of the Telephone
Interpretations.

(d)(ii)
As more fully described in the related documents referred to below, DFS states
that it has complied, in all material respects, as of December 31, 2008 and
during the Reporting Period with the DFS Applicable Servicing Criteria, except
for the following:

-5-

---



1. 1122(d)(4)(vii): Loss mitigation
or recovery actions (e.g., forbearance plans, modifications and deeds in lieu
of foreclosure, foreclosures and repossessions, as applicable) are initiated,
conducted and concluded in accordance with the timeframes or other requirements
established by the transaction agreements.

DFS noted loss
mitigation or recovery actions that were not initiated, conducted or concluded
in accordance with the required timeframes established under the transaction
agreement.

2.
1122(d)(4)(viii): Records
documenting collection efforts are maintained during the period a pool asset is
delinquent in accordance with the transaction agreements. Such records are
maintained on at least a monthly basis, or such other period specified in the
transaction agreements, and describe the entitys activities in monitoring
delinquent pool assets including, for example, phone calls, letters and payment
rescheduling plans in cases where delinquency is deemed temporary (e.g.,
illness or unemployment).

DFS noted certain collection
activities that were not maintained during the period the Pool Assets were
delinquent.

3.  1122(d)(4)(xiv):  Delinquencies, charge
    offs and uncollectible accounts are recognized and recorded in accordance
with the transaction agreements.

DFS noted that certain bankruptcy notifications were not recognized and recorded
  in accordance with the transaction agreement.

(d)(iii)
The following documents relating to the foregoing statements are filed as part
of this report on Form 10-K:

| |             |  |                                                                                                                                                                         | 
| | ----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | Exhibit No. |  | Description of Document:                                                                                                                                                | 
| |             |  |                                                                                                                                                                         | 
| |             |  |                                                                                                                                                                         | 
| | 33.4        |  | Report on Assessment of
 Compliance with Applicable Servicing Criteria Pursuant to Item 1122 of Regulation
     AB (Dell Financial Services L.L.C. and DFS-SPV L.L.C.).
| |             |  |                                                                                                                                                                        
| | 34.4        |  | Report of Independent
 Registered Public Accounting Firm (PricewaterhouseCoopers LLP).                                                                                 

(e)(i)
Please note that the registrant/depositor and the issuing entity have
determined that Manufacturers and Traders Trust Company, the indenture trustee,
is not a party participating in the servicing function for purposes of Item
1122 of Regulation AB (17 CFR 229.1122) and Interpretation 12.01 and
Interpretation 17.01 of the Telephone
Interpretations. The registrant/depositor and the issuing entity believe
that Manufacturers and Traders Trust Company is not required to provide a servicer
compliance assessment and attestation under Item 1122 of Regulation AB (17 CFR
229.1122). Manufacturers and Traders Trust Company has informed the registrant/depositor
and the issuing entity that it agrees with the foregoing assessment. As a
result, Manufacturers and Traders Trust Company has not provided a servicer
compliance assessment and attestation under Item 1122 of Regulation AB (17 CFR
229.1122) to the registrant/depositor or the issuing entity.

(f)(i)
The registrant/depositor hereby incorporates by reference into its Registration
Statement on Form S-3 (File No. 333-122288) each of the Reports of Independent
Registered Public Accounting Firm of PricewaterhouseCoopers LLP filed as part
of this report on Form 10-K as Exhibits 34.1, 34.2, 34.3 and 34.4.

-6-

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(f)(ii)
The following documents relating to the foregoing statements are filed as part
of this report on Form 10-K:

| |             |  |                                                                                         | 
| | ----------- |  | --------------------------------------------------------------------------------------- | 
| | Exhibit No. |  | Description of Document:                                                                | 
| |             |  |                                                                                         | 
| |             |  |                                                                                         | 
| | 23.1        |  | Consent of Independent
 Registered Public Accounting Firm (PricewaterhouseCoopers LLP).
| |             |  |                                                                                        
| | 23.2        |  | Consent of Independent
 Registered Public Accounting Firm (PricewaterhouseCoopers LLP).
| |             |  |                                                                                        
| | 23.3        |  | Consent of Independent
 Registered Public Accounting Firm (PricewaterhouseCoopers LLP).
| |             |  |                                                                                        
| | 23.4        |  | Consent of Independent
 Registered Public Accounting Firm (PricewaterhouseCoopers LLP).

Item 1123 of Regulation AB. Servicer Compliance Statement.

(a)(i)
The following documents are filed as part of this report on Form 10-K in
accordance with Item 1123 of Regulation AB (17 CFR 229.1123):

| |             |  |                                                                                                                              | 
| | ----------- |  | ---------------------------------------------------------------------------------------------------------------------------- | 
| | Exhibit No. |  | Description of Document:                                                                                                     | 
| |             |  |                                                                                                                              | 
| |             |  |                                                                                                                              | 
| | 35.1        |  | Certification of Servicer Pursuant to Item 1123 of Regulation AB (CIT Financial USA, Inc.).                                 
| |             |  |                                                                                                                             
| | 35.2        |  | Certification of Servicer Pursuant to Item 1123 of Regulation
    AB (CIT Communications Finance Corporation).              
| |             |  |                                                                                                                             
| | 35.3        |  | Certification of Servicer Pursuant to Item 1123 of Regulation
    AB (CIT Technology Financing Services, Inc.).             
| |             |  |                                                                                                                             
| | 35.4        |  | Certification of Subservicer Pursuant to Item 1123 of Regulation
    AB (Dell Financial Services L.L.C. and DFS-SPV L.L.C.).

(a)(ii)
    Please note that the registrant/depositor and the issuing entity have determined
    that the vendors engaged by CIT-CFC, CIT-TFS and DFS to perform certain specific
    and limited activities on their behalf in connection with the servicing function
    are not servicers for purposes of Item 1101(j) of Regulation AB (17 CFR 229.1101(j))
    and Interpretation 3.01 of the Telephone Interpretations and Item 1123 of
    Regulation AB (17 CFR 229.1123). The registrant/depositor and the issuing
    entity believe that such vendors are not required to provide servicer compliance
    statements under Item 1123 of
    Regulation AB (17 CFR 229.1123). Such vendors have not provided servicer
    compliance statements under Item 1123 of
    Regulation AB (17 CFR 229.1123) to the registrant/depositor or the issuing
    entity. The foregoing statements, insofar as they relate to DFS, are based upon the
determination of DFS that the vendors engaged by it are not servicers for
purposes of Item 1101(j) of Regulation AB (17 CFR 229.1101(j)). The
registrant/depositor and the issuing entity have no reason to believe that such
determination is inaccurate or erroneous.

(a)(iii)
  Please note further that the registrant/depositor and the issuing entity have
    determined that Manufacturers and Traders Trust Company, the indenture trustee,
    is not a servicer for purposes of Item 1101(j) of Regulation AB (17 CFR 229.1101(j))
    and Interpretation 3.01 of the Telephone Interpretations and Item 1123 of
  Regulation AB (17 CFR 229.1123). The registrant/depositor and the issuing
  entity believe that Manufacturers and Traders Trust Company is not required
    to provide a servicer compliance statement under Item 1123 of Regulation
    AB (17 CFR 229.1123). Manufacturers and Traders Trust Company has informed
    the registrant/depositor and the issuing entity that it agrees with the foregoing
  assessment. As a result, Manufacturers and Traders Trust Company has not
  provided a servicer compliance statement under Item 1123 of Regulation AB (17
  CFR 229.1123) to the registrant/depositor or the issuing entity.

PART II

Item 9B. Other Information.

None.

PART III

***

P ART IV

Item 15. Exhibits, Financial Statement Schedules.

(a)(1)
Not Applicable.

(a)(2)
Not Applicable.

(a)(3)
The following documents are filed as exhibits to this report on Form 10-K:

| |             |  |                                                                                                                                          | 
| | ----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------- | 
| | Exhibit No. |  | Description of Document:                                                                                                                 | 
| |             |  |                                                                                                                                          | 
| |             |  |                                                                                                                                          | 
| | 23.1        |  | Consent of Independent
 Registered Public Accounting Firm (PricewaterhouseCoopers LLP).                                                 
| |             |  |                                                                                                                                         
| | 23.2        |  | Consent of Independent
 Registered Public Accounting Firm (PricewaterhouseCoopers LLP).                                                 
| |             |  |                                                                                                                                         
| | 23.3        |  | Consent of Independent
 Registered Public Accounting Firm (PricewaterhouseCoopers LLP).                                                 
| |             |  |                                                                                                                                         
| | 23.4        |  | Consent of Independent
 Registered Public Accounting Firm (PricewaterhouseCoopers LLP).                                                 
| |             |  |                                                                                                                                         
| | 31.1        |  | Certification Pursuant to
 Rule 15d-14(d) of the Securities Exchange Act of 1934, as Amended.                                           
| |             |  |                                                                                                                                         
| | 33.1        |  | Report on Assessment of
 Compliance with Applicable Servicing Criteria Pursuant to Item 1122 of Regulation AB (CIT Financial USA, Inc.).

-7-

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| |      |  |                                                                                                                                                                           
| | ---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |  |                                                                                                                                                                           
| | 33.2 |  | Report on
 Assessment of Compliance with Applicable Servicing Criteria Pursuant to Item 1122 of Regulation AB (CIT Communications Finance
 Corporation).                  
| |      |  |                                                                                                                                                                           
| | 33.3 |  | Report on
 Assessment of Compliance with Applicable Servicing Criteria Pursuant to Item 1122 of Regulation AB (CIT Technology Financing
 Services, Inc.).                 
| |      |  |                                                                                                                                                                           
| | 33.4 |  | Report on Assessment of  Compliance with Applicable Servicing
    Criteria Pursuant to Item 1122 of Regulation AB (Dell Financial Services
    L.L.C. and DFS-SPV L.L.C.).
| |      |  |                                                                                                                                                                           
| | 34.1 |  | Report of
 Independent Registered Public Accounting Firm (PricewaterhouseCoopers LLP).                                                                                    
| |      |  |                                                                                                                                                                           
| | 34.2 |  | Report of
 Independent Registered Public Accounting Firm (PricewaterhouseCoopers LLP).                                                                                    
| |      |  |                                                                                                                                                                           
| | 34.3 |  | Report of
 Independent Registered Public Accounting Firm (PricewaterhouseCoopers LLP).                                                                                    
| |      |  |                                                                                                                                                                           
| | 34.4 |  | Report of
 Independent Registered Public Accounting Firm (PricewaterhouseCoopers LLP).                                                                                    
| |      |  |                                                                                                                                                                           
| | 35.1 |  | Certification of Servicer Pursuant to Item 1123 of Regulation
    AB (CIT Financial USA, Inc.).                                                                           
| |      |  |                                                                                                                                                                           
| | 35.2 |  | Certification of Servicer Pursuant to Item 1123 of Regulation
    AB (CIT Communications Finance Corporation.).                                                           
| |      |  |                                                                                                                                                                           
| | 35.3 |  | Certification of Servicer Pursuant to Item 1123 of Regulation
    AB (CIT Technology Financing Services, Inc.).                                                           
| |      |  |                                                                                                                                                                           
| | 35.4 |  | Certification of Subservicer Pursuant to Item 1123 of Regulation
    AB (Dell Financial Services L.L.C. and DFS-SPV L.L.C.).                                              

In
addition, the following documents are incorporated by reference as exhibits
into this report on Form 10-K under Rule 12b-32 (17 CFR 240.12b-32):

| |             |  |                                                                                                                                                                                                                                                                                                                                                                                                           | 
| | ----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | Exhibit No. |  | Description of Document:                                                                                                                                                                                                                                                                                                                                                                                  | 
| |             |  |                                                                                                                                                                                                                                                                                                                                                                                                           | 
| |             |  |                                                                                                                                                                                                                                                                                                                                                                                                           | 
| | 3(i).1      |  | Amended and Restated Trust
Agreement dated as of April 1, 2008 between CIT Funding Company, LLC, as
Depositor, and Deutsche Bank Trust Company Delaware, as Owner Trustee, filed
with the Commission as Exhibit 4.2 to the report on Form 8-K, dated May 16,
2008, with respect to the issuing entity on May 16, 2008.                                                                                   
| |             |  |                                                                                                                                                                                                                                                                                                                                                                                                          
| | 4.1         |  | Indenture dated as of April
1, 2008 between CIT Equipment Collateral 2008-VT1 and Manufacturers and
Traders Trust Company, as Indenture Trustee, filed with the Commission as
Exhibit 4.1 to the report on Form 8-K, dated May 16, 2008, with respect to
the issuing entity on May 16, 2008.                                                                                                             
| |             |  |                                                                                                                                                                                                                                                                                                                                                                                                          
| | 4.2         |  | Pooling and Servicing
Agreement dated as of April 1, 2008 among CIT Equipment Collateral 2008-VT1,
as Trust, CIT Funding Company, LLC, as Depositor, and CIT Financial USA,
Inc., as Servicer, filed with the Commission as Exhibit 4.3 to the report on
Form 8-K, dated May 16, 2008, with respect to the issuing entity on May 16,
2008.                                                               
| |             |  |                                                                                                                                                                                                                                                                                                                                                                                                          
| | 10.1        |  | Administration Agreement
dated as of April 1, 2008 among CIT Equipment Collateral 2008-VT1, as Issuer,
CIT Financial USA, Inc., as Administrator, CIT Funding Company, LLC, as
Depositor, and Manufacturers and Traders Trust Company, as Indenture Trustee,
filed with the Commission as Exhibit 10.1 to the report on Form 8-K, dated
May 16, 2008, with respect to the issuing entity on May 16, 2008.

(b)
The issuing entity filed with the Commission during the period covered by this
report on Form 10-K (i) one (1) Current Report on Form 8-K, dated May 16, 2008;
and (ii) seven (7) Asset-Backed Issuer Distribution Reports on Form 10-D, dated
June 30, 2008, July 30, 2008, August 28, 2008, September 29, 2008, October 30,
2008, December 9, 2008 and December 22, 2008, respectively.

(c)
Not Applicable.

The
Exhibits required to be filed pursuant to Form 10-K and Item 601 of Regulation
S-K (17 CFR 229.601) are listed above and in the Exhibit Index that immediately
follows the signature hereto.

Supplemental Information to be Furnished With Reports Filed
Pursuant to Section 15(d) of the Act by Registrants Which Have Not Registered
Securities Pursuant to Section 12 of the Act

No annual report, proxy
statement, form of proxy or other proxy soliciting material has been sent to
security holders and the registrant/depositor and the issuing entity do not
presently contemplate sending any such materials to security holders subsequent
to the filing of this report on Form 10-K.

-8-

---



SIGNATURES

Pursuant to the requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Issuing
Entity has duly caused this report to be signed by the Servicer on its behalf
by the undersigned, thereunto duly authorized.

|                      |                                                 |                      |                                                              
|--------------------- | ----------------------------------------------- | -------------------- | -------------------------------------------------------------
|                      | CIT
 EQUIPMENT COLLATERAL 2008-VT1             
|                      |                                                 | (Issuing entity)    
|                      |                                                 |                      |                                                              
|Date: March
 27, 2009 | BY: CIT Financial USA, Inc., as Master Servicer
|                      |                                                 | (Servicer)          
|                      |                                                 |                      |                                                              
|                      | By:                                             | /s/ Mark A.
 Carlson
|                      |                                                 |                     
|                      |                                                 | (Signature)         
|                      |                                                 | Name:                | Mark A.
 Carlson                                             
|                      |                                                 | Title:               | Senior Vice
 President  Corporate Treasury                  
|                      |                                                 |                      | (senior
 officer in charge of servicing function of servicer)

-9-

---



EXHIBIT INDEX:

|                |  |                                                                                                                                                                                                                                                                                                                                                                                                              | 
|--------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | 
|Exhibit Number: |  | Description of Document:                                                                                                                                                                                                                                                                                                                                                                                    
|                |  |                                                                                                                                                                                                                                                                                                                                                                                                              | 
|                |  |                                                                                                                                                                                                                                                                                                                                                                                                              | 
|3(i).1          |  | Amended and Restated Trust
Agreement dated as of April 1, 2008 between CIT Funding Company, LLC, as
Depositor, and Deutsche Bank Trust Company Delaware, as Owner Trustee, filed
with the Commission as Exhibit 4.2 to the report on Form 8-K, dated May 16,
2008, with respect to the issuing entity on May 16, 2008.***                                                                                   
|                |  |                                                                                                                                                                                                                                                                                                                                                                                                             
|4.1             |  | Indenture dated as of April
1, 2008 between CIT Equipment Collateral 2008-VT1 and Manufacturers and
Traders Trust Company, as Indenture Trustee, filed with the Commission as
Exhibit 4.1 to the report on Form 8-K, dated May 16, 2008, with respect to
the issuing entity on May 16, 2008.***                                                                                                             
|                |  |                                                                                                                                                                                                                                                                                                                                                                                                             
|4.2             |  | Pooling and Servicing
Agreement dated as of April 1, 2008 among CIT Equipment Collateral 2008-VT1,
as Trust, CIT Funding Company, LLC, as Depositor, and CIT Financial USA,
Inc., as Servicer, filed with the Commission as Exhibit 4.3 to the report on
Form 8-K, dated May 16, 2008, with respect to the issuing entity on May 16,
2008.***                                                               
|                |  |                                                                                                                                                                                                                                                                                                                                                                                                             
|10.1            |  | Administration Agreement dated as of April
1, 2008 among CIT Equipment Collateral 2008-VT1, as Issuer, CIT Financial
USA, Inc., as Administrator, CIT Funding Company, LLC, as Depositor, and
Manufacturers and Traders Trust Company, as Indenture Trustee, filed with the
Commission as Exhibit 10.1 to the report on Form 8-K, dated May 16, 2008,
with respect to the issuing entity on May 16, 2008.***
|                |  |                                                                                                                                                                                                                                                                                                                                                                                                             
|23.1            |  | Consent of Independent
 Registered Public Accounting Firm (PricewaterhouseCoopers LLP).                                                                                                                                                                                                                                                                                                                     
|                |  |                                                                                                                                                                                                                                                                                                                                                                                                             
|23.2            |  | Consent of Independent
 Registered Public Accounting Firm (PricewaterhouseCoopers LLP).                                                                                                                                                                                                                                                                                                                     
|                |  |                                                                                                                                                                                                                                                                                                                                                                                                             
|23.3            |  | Consent of Independent
 Registered Public Accounting Firm (PricewaterhouseCoopers LLP).                                                                                                                                                                                                                                                                                                                     
|                |  |                                                                                                                                                                                                                                                                                                                                                                                                             
|23.4            |  | Consent of Independent
 Registered Public Accounting Firm (PricewaterhouseCoopers LLP).                                                                                                                                                                                                                                                                                                                     
|                |  |                                                                                                                                                                                                                                                                                                                                                                                                             
|31.1            |  | Certification Pursuant to
 Rule 15d-14(d) of the Securities Exchange Act of 1934, as Amended.                                                                                                                                                                                                                                                                                                               
|                |  |                                                                                                                                                                                                                                                                                                                                                                                                             
|33.1            |  | Report on Assessment of
 Compliance with Applicable Servicing Criteria Pursuant to Item 1122 of Regulation AB (CIT Financial USA, Inc.).                                                                                                                                                                                                                                                                    
|                |  |                                                                                                                                                                                                                                                                                                                                                                                                             
|33.2            |  | Report on Assessment of
 Compliance with Applicable Servicing Criteria Pursuant
    to Item 1122 of Regulation AB (CIT Communications Finance Corporation).                                                                                                                                                                                                                                                 
|                |  |                                                                                                                                                                                                                                                                                                                                                                                                             
|33.3            |  | Report on Assessment of
 Compliance with Applicable Servicing Criteria Pursuant
    to Item 1122 of Regulation AB (CIT Technology Financing Services, Inc.).                                                                                                                                                                                                                                                
|                |  |                                                                                                                                                                                                                                                                                                                                                                                                             
|33.4            |  | Report on Assessment
 Compliance with Applicable Servicing Criteria Pursuant to Item 1122 of Regulation
     AB (Dell Financial Services L.L.C. and DFS-SPV L.L.C.).                                                                                                                                                                                                                                        
|                |  |                                                                                                                                                                                                                                                                                                                                                                                                             
|34.1            |  | Report of Independent
 Registered Public Accounting Firm (PricewaterhouseCoopers LLP).                                                                                                                                                                                                                                                                                                                      
|                |  |                                                                                                                                                                                                                                                                                                                                                                                                             
|34.2            |  | Report of Independent
 Registered Public Accounting Firm (PricewaterhouseCoopers LLP).                                                                                                                                                                                                                                                                                                                      
|                |  |                                                                                                                                                                                                                                                                                                                                                                                                             
|34.3            |  | Report of Independent
 Registered Public Accounting Firm (PricewaterhouseCoopers LLP).                                                                                                                                                                                                                                                                                                                      
|                |  |                                                                                                                                                                                                                                                                                                                                                                                                             
|34.4            |  | Report of Independent
 Registered Public Accounting Firm (PricewaterhouseCoopers LLP).                                                                                                                                                                                                                                                                                                                      
|                |  |                                                                                                                                                                                                                                                                                                                                                                                                             
|35.1            |  | Certification of Servicer Pursuant to Item 1123 of Regulation
    AB (CIT Financial USA, Inc.).                                                                                                                                                                                                                                                                                                             
|                |  |                                                                                                                                                                                                                                                                                                                                                                                                             
|35.2            |  | Certification of Servicer Pursuant to Item 1123 of Regulation
    AB (CIT Communications Finance Corporation).                                                                                                                                                                                                                                                                                              
|                |  |                                                                                                                                                                                                                                                                                                                                                                                                             
|35.3            |  | Certification of Servicer Pursuant to Item 1123 of Regulation
    AB (CIT Technology Financing Services, Inc.).                                                                                                                                                                                                                                                                                             

-10-

---



|     |  |                                                                                                                             
|---- |  | ----------------------------------------------------------------------------------------------------------------------------
|35.4 |  | Certification of Subservicer Pursuant to Item 1123 of Regulation
    AB (Dell Financial Services L.L.C. and DFS-SPV L.L.C.).

***Document incorporated by
reference as an exhibit into this report on Form 10-K under Rule 12b-32 (17 CFR
240.12b-32).

-11-

---