SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    ---------

                                    FORM 10-K

                        FOR ANNUAL AND TRANSITION REPORTS
                     PURSUANT TO SECTIONS 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
(Mark One)

[ X ]       ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES 
            EXCHANGE ACT OF 1934 [FEE REQUIRED]

For the fiscal year ended December 31, 1998

                                       OR

[   ]       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
            EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from _______ to __________

                        Commission file number: 000-29810

                        CIT HOME EQUITY LOAN TRUST 1998-1
             (Exact name of registrant as specified in its charter)

              Delaware                                   22-3599147
   (State or other jurisdiction of                    (I.R.S. Employer
   incorporation or organization)                    Identification No.)

    c/o The CIT Group Securitization Corporation III
    650 CIT Drive
    Livingston, New Jersey                                   07039
    (Address of principal executive offices)               (Zip Code)

Registrant's telephone number, including area code:  (973) 740-5000

Securities registered pursuant to Section 12(b) of the Act:

                                     None
                               (Title of Class)

Securities registered pursuant to Section 12(g) of the Act:

                                     None
                               (Title of Class)

    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. Yes [ X ] No [ ]

    Indicate by check mark if disclosure of delinquent  filers  pursuant to Item
405 of Regulation S-K 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. [ ]


<PAGE>


                                    PART I

Item 1.   Business.
------    --------

      On August  10,  1998 The CIT  Group  Securitization  Corporation  III (the
"Company") sold $61,000,000  aggregate principal amount of Class A-1 5.88% Asset
Backed Certificates;  $38,000,000  aggregate principal amount of Class A-2 6.01%
Asset Backed Certificates;  $45,000,000  aggregate principal amount of Class A-3
6.08% Asset Backed Certificates; $25,000,000 aggregate principal amount of Class
A-4 6.20% Asset Backed Certificates;  $11,000,000  aggregate principal amount of
Class A-5 6.36%  Asset  Backed  Certificates;  $10,872,000  aggregate  principal
amount of Class A-6  6.70%  Asset  Backed  Certificates;  $19,000,000  aggregate
principal  amount of Class  A-7 6.30%  Asset  Backed  Certificates;  $51,317,000
aggregate principal amount of Class A-8 Asset Backed  Certificates;  $23,046,000
aggregate  principal  amount  of Class  M-1  6.44%  Asset  Backed  Certificates;
$19,632,000   aggregate  principal  amount  of  Class  M-2  6.72%  Asset  Backed
Certificates;  and  $11,950,000  aggregate  principal  amount of Class B-1 7.37%
Asset Backed Certificates (the "Public  Certificates").  The Public Certificates
were offered for sale to the public  pursuant to a Prospectus  Supplement  dated
July 31,  1998 to a  Prospectus  dated  April 8,  1997  (the  "Prospectus").  In
addition,  the company sold  $10,242,000  aggregate  certificate  balance of B-2
Certificates,$6,829,000  aggregate  certificate  balance  of  B-3  Certificates,
$8,536,000  aggregate  certificate  balance  of  B-4  Certificates,   Class  R-I
Certificates, Class R-II Certificates, Class IO-X1 Certificates, and Class IO-X2
Certificates  (the  "Private   Certificates"   and,  together  with  the  Public
Certificates, the "Certificates").

      The Certificates represent the entire beneficial ownership interest in CIT
Home Equity Loan Trust  1998-1 (the  "Trust").  The Trust was  created,  and the
Certificates were issued,  pursuant to a Pooling and Servicing Agreement,  dated
as of July 1, 1998 (the "Pooling and Servicing Agreement"),  between the Company
and The Bank of New York, as trustee (the "Trustee").

      The  Trust's  only  business  is to act as a  passive  conduit  to  permit
investment in a pool of retail consumer receivables.

Year 2000 Compliance
--------------------

      The Year 2000  compliance  issue arises out of the inability of computers,
software and other  equipment  using  microprocessors  to recognize and properly
process  date fields  containing a two digit year.  Because The CIT  Group/Sales
Financing,  Inc.  ("Servicer")  is  dependent  upon the  proper  functioning  of
computer  systems,  failure  of its  systems  or vendor  systems to be Year 2000
compliant  could  have  a  material  adverse  effect  on  the   Securityholders.
Significant  Year 2000 failures in the  Servicer's  systems or in the systems of
third  parties (or third  parties upon whom they  depend)  could have a material
adverse effect on its financial condition and results of operations.  Failure of
this kind could,  for example,  result in problems with collecting or processing
payments  on the  Contracts  and  payments  to  Securityholders;  incomplete  or
inaccurate accounting or reporting; and generation of erroneous results.

      The Servicer continues to address the Year 2000 issue as it relates to its
systems and  business.  The Servicer  has  developed a  comprehensive  Year 2000
project to remediate its information technology systems and to address Year 2000
issues in its  non-information  technology  systems.  The scope of this  project
includes,  among other  things,  the  assessment of "at risk"  applications  and
systems,  an  assessment  of the  interdependencies  of various  systems and the
relative importance of each system to the business,  the design and execution of
required  modifications  to  achieve  Year  2000  compliance,  and the plans for
testing  of  modifications  to  verify  Year 2000  compliance.  The  process  of
remediation  includes the  following  phases:  planning,  assessing,  designing,
programming  and testing and  validation.  The  Servicer's  Year 2000 project is
expected to be substantially completed by March 31, 1999.
<PAGE>

      The Servicer  depends upon the proper  functioning of third party computer
and non-information technology systems. The Servicer has been communicating with
those  parties with whom it has  important  financial,  supplier or  operational
relationships  to determine the extent to which those parties are  vulnerable to
the Year 2000  issue.  As part of the  process of  evaluating  its  options  and
attempting  to mitigate  third party  risks,  the  Servicer  is  collecting  and
analyzing  information from third parties. It is difficult to predict the effect
of such third party non-readiness on its business.

      The  Servicer  continues  to  formulate a  contingency  plan for  business
continuation in the event of Year 2000 systems failures. The Servicer expects to
complete its information  technology  systems Year 2000 contingency plan by June
30, 1999, and to test this contingency plan thereafter.

      While the Servicer has made and will continue to make certain  investments
related to the Year 2000 project,  the financial  impact to the Servicer of such
investments  has  not  been,  and is not  anticipated  to  be,  material  to its
financial position or results of operations.

      All Year  2000  information  provided  herein  is a "Year  2000  Readiness
Disclosure" as defined in the Year 2000 Information and Readiness Disclosure Act
and is subject to the terms  thereof.  This Year 2000  information  is  provided
pursuant to  securities  law  requirements  and it may not be taken as a form of
covenant, warranty, representation or guarantee of any kind.


Item 3.  Legal Proceedings.
------   -----------------
 
      The Registrant  knows of no material legal  proceeding  with respect to or
involving the Trustee, the Company or CITCF.


Item 4.  Submission of Matters to a Vote of Security Holders.
------   ---------------------------------------------------
      No matter was submitted to a vote of Certificateholders  during the fiscal
year covered by this report.

                                     PART II

Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters.
------   ---------------------------------------------------------------------

      The Public  Certificates are held and delivered in book-entry form through
the  facilities of The Depository  Trust Company  ("DTC"),  a "clearing  agency"
registered  pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934, as amended.

      As of January 5, 1999, 100% of the Class A-1 Certificates were held in the
nominee  name of Cede & Co.  for 5  beneficial  owners,  100% of the  Class  A-2
Certificates  were  held in the  nominee  name of  Cede & Co.  for 4  beneficial
owners, 100% of the Class A-3 Certificates were held in the nominee name of Cede
& Co. for 5 beneficial  owners,  100% of the Class A-4 Certificates were held in
the nominee  name of Cede & Co. for 1  beneficial  owner,  100% of the Class A-5
Certificates  were  held in the  nominee  name of  Cede & Co.  for 2  beneficial
owners, 100% of the Class A-6 Certificates were held in the nominee name of Cede
& Co. for 1 beneficial  owner,  100% of the Class A-7 Certificates  were held in
the nominee  name of Cede & Co. for 2 beneficial  owners;  100% of the Class A-8
Certificates  were  held in the  nominee  name of  Cede & Co.  for 8  beneficial
owners;  100% of the Class M-1 Certificates  were held in the name of Cede & Co.
for 4 beneficial  owners;  100% of the Class M-2  Certificates  were held in the
nominee name of Cede & Co. for 10 beneficial  owners;  and 100% of the Class B-1
Certificates were held in the nominee name of Cede & Co. for 1 beneficial owner.
As of August 10,  1998,  100% of the Class B-2 and Class B-3  Certificates  were
held by Teachers Insurance and Annuity  Association as registered owner and 100%
of the  Class  B-4,  Class  IO-X1,  Class  IO-X2,  Class  R-I,  and  Class  R-II
Certificates  were held in the form of a definitive  Certificate by an affiliate
of the Company.
<PAGE>


Item 9.    Changes in and Disagreements with Accountants on Accounting and 
------     --------------------------------------------------------------- 
           Financial Disclosure.
           --------------------

                  None.


                                   PART III

Item 12.   Security Ownership of Certain Beneficial Owners and Management.
-------    --------------------------------------------------------------

                 Not Applicable.


                                    PART IV

Item 14.   Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
-------    ----------------------------------------------------------------

                (a)   Exhibits:
                      --------

Exhibit Number                        Description
--------------                       -----------
 
    19                   Annual Accountants' Report with respect to the
                         servicing of the loans by the Master Servicer,
                         pursuant   to  the   Pooling   and   Servicing
                         Agreement.

    99.1                 Annual Officer's Certificate.

    99.2                 Management's Assertion.

    99.3                 1998 Annual Statement of Trust.


                (b) Reports on Form 8-K:
                    -------------------

                     Current  Reports  on Form 8-K are filed  each  month.  The
                     reports  include as an  exhibit,  the  Monthly  Reports to
                     Certificateholders.  Current  Reports  on Form  8-K  dated
                     August 17, 1998,  September  15,  1998,  October 15, 1998,
                     November 16, 1998,  December 15, 1998 and January 15, 1999
                     were filed with the Securities and Exchange Commission.

                (c), (d)          Omitted.


<PAGE>


                                  SIGNATURES
                                  ---------- 

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




                                     CIT HOME EQUITY LOAN TRUST 1998-1
                                     (Registrant)

                                     By:  The CIT Group/Consumer Finance, Inc., 
                                          as Master Servicer


Dated:  March 30, 1999              By:      /s/ Frank Garcia
                                             ----------------------------
                                     Name:   Frank Garcia
                                     Title:  Vice President