SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT


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


Date of Report (Date of earliest event reported)      October 17, 1996
                                                      ----------------

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


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


                           1211 Avenue of the Americas
                            New York, New York 10036
--------------------------------------------------------------------------------
Registrant's telephone number, including area code     (212) 536-1950
                                                       --------------


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


<PAGE>





Item 5.     Other Events.
            -------------

            See attached press release.





<PAGE>






                                   SIGNATURES


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



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


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

Dated:  October 17, 1996


<PAGE>


[Logo of The CIT Group, Inc.]

                                                         Joseph M. Leone
                                                         Chief Financial Officer
                                                         (201) 740-5752


FROM:      THE CIT GROUP HOLDINGS, INC.
           1211 AVENUE OF THE AMERICAS
           NEW YORK, NY  10036

FOR IMMEDIATE RELEASE
---------------------

               THE CIT GROUP REPORTS 11.3 PERCENT EARNINGS GROWTH
               --------------------------------------------------

           IN THIRD QUARTER: $65.1 MILLION VS. $58.5 MILLION IN 1995;
           ----------------------------------------------------------

    NINE MONTHS RECORD EARNINGS OF $197.3 MILLION, UP 17.6 PERCENT OVER 1995
    ------------------------------------------------------------------------


      NEW YORK, NEW YORK, October 17, 1996 --- The CIT Group Holdings, Inc., one
of the nation's  largest  commercial and consumer lending  organizations,  today
reported net income of $65.1 million for the third  quarter ended  September 30,
1996, an 11.3 percent  increase  from the $58.5  million  reported for the third
quarter of 1995.  Net income for the nine months ended  September 30, 1996 was a
record at $197.3  million,  17.6 percent higher than the $167.8 million of 1995.
The improvements  resulted from strong operating  revenues  including  increased
portfolio spreads, partially offset by increased operating expenses.

      "We again saw broad based  contributions  from our businesses in the third
quarter.   Credit  quality  remained  strong.   Despite  a  competitive  lending
environment,  margins  improved  due  to  consumer  loan  growth  and  efficient
funding," said Albert R. Gamper, Jr., president and chief executive officer. "As
we look forward to the  remainder of 1996, we see  significant  liquidity in the
markets in which we compete.  Continued vigilance in the areas of credit quality
and productivity,  while growing the  organization,  is the key to our continued
success."


<PAGE>


Other highlights:

o   Return on average financing and leasing assets ("AEA") for the third quarter
       of 1996 was 1.57  percent,  up from 1.50 percent for the third quarter of
       1995.  Return on AEA for the first nine months of 1996 was 1.61  percent,
       improving from 1.47 percent for the same period in 1995.

o   Financing and leasing  assets  totaled  $17.93  billion,  up $741.1  million
       (4.3%) from June 30, 1996 and $1.02 billion (6.0%) from $16.91 billion at
       December 31, 1995, reflecting strong originations in Consumer Finance and
       Industrial Financing and growth in operating lease equipment, offset by a
       continued high level of liquidations of finance receivables.

o   Net finance income  rose to  $201.4  million  (4.84%  of AEA) for the  third
       quarter of 1996 from $178.8  million  (4.60% of AEA) in the third quarter
       of 1995. For the nine months ended September 30, 1996, net finance income
       increased to $594.1  million (4.86% of AEA) from $514.8 million (4.52% of
       AEA) in 1995. The improvements  reflect an increase in average  financing
       and leasing  assets,  a change in  portfolio  mix toward  higher-yielding
       consumer  finance  receivables,  lower borrowing costs and higher fees on
       account terminations.

o   Fees and other income totaled $50.9 million in the third quarter of 1996, up
       from  $47.8  million  in the 1995  third  quarter,  reflecting  increased
       factoring  commissions  and fees  associated  with the servicing of third
       party  receivables,  including  those that have been  securitized  by the
       Corporation. For the nine months ended September 30, 1996, fees and other
       income  totaled $176.8  million,  compared to $133.1 million in 1995. The
       1996 nine month  period  includes  the  higher  level of  servicing  fees
       mentioned  above  as  well as  higher  gains  from  the  venture  capital
       operation and other asset sales.

                                      -2-

<PAGE>


o   Salaries and general operating expenses totaled $97.9 million (2.35% of AEA)
       versus $85.9 million (2.21% of AEA) in the third quarter of 1995. For the
       nine months  ended  September  30, 1996,  salaries and general  operating
       expenses totaled $291.4 million (2.38% of AEA) compared to $253.0 million
       (2.22%  of  AEA)  in  1995.  The  increases  in  expenses  are  primarily
       attributable  to growth in  Consumer  Finance and  servicing  of a higher
       managed asset portfolio in Sales Financing.

o   Depreciation on operating  lease  equipment  for the third  quarter and nine
       months of 1996 was $28.0 million and $84.3 million, up from $21.4 million
       and $56.2 million for the same periods in 1995 due to increased levels of
       operating lease equipment.

o   Net credit losses for the third quarter of 1996 totaled $22.3 million (0.54%
       of average  finance  receivables)  compared  to $21.9  million  (0.57% of
       average finance receivables) for the third quarter of 1995.  Year-to-date
       credit  losses   totaled  $71.4   million   (0.59%  of  average   finance
       receivables)   compared  to  $56.6  million  (0.50%  of  average  finance
       receivables)  in 1995.  The  increases  were  primarily  attributable  to
       provisions  related to certain  nonaccrual  loans secured by shipping and
       cruise line vessels.

o   Finance  receivables  past due 60 days or more  declined  to $248.0  million
       (1.50% of finance receivables) at September 30, 1996, from $263.9 million
       (1.67% of finance  receivables)  at December 31,  1995.  Past due finance
       receivables  on nonaccrual  status  decreased to $88.1 million  (0.53% of
       finance  receivables) at September 30, 1996 from $139.5 million (0.88% of
       finance  receivables) at year-end 1995. The decrease  primarily  reflects
       transfers of certain  shipping and cruise line vessels to assets received
       in satisfaction of loans.

o   Assets  received in  satisfaction  of loans  increased  to $66.9  million at
       September 30, 1996,  from $42.0 million at December 31, 1995,  due to the
       previously  mentioned  transfers offset by the sale of an equity interest
       in a building supply retailer.

                                      -3-

<PAGE>



o   Total  nonperforming  assets,  comprised of past due finance  receivables on
       nonaccrual  status and assets  received in satisfaction of loans declined
       to $155.0  million at September 30, 1996 from $181.5 million at year end.
       As a percentage of finance  receivables,  total nonperforming assets were
       0.94 percent at September 30, 1996 down from 1.15 percent at December 31,
       1995.

o   The reserve for  credit  losses  grew to $214.2  million  (1.29% of  finance
       receivables)  at  September  30,  1996 from  $206.0  million  (1.30%)  at
       year-end 1995.

o   The ratio of debt-to-equity  was 7.08 to 1 at September 30, 1996 compared to
       7.09 to 1 at December 31, 1995.

o    Stockholders' equity reached $2.0 billion at September 30, 1996.




     The CIT Group  Holdings,  Inc. is owned 80 percent by The  Dai-Ichi  Kangyo
Bank,  Limited,  one of the  largest  banks in the world,  and 20 percent by The
Chase  Manhattan  Corporation,  the largest bank  holding  company in the United
States.


               (SEE ATTACHED TABLES FOR ADDITIONAL FINANCIAL DATA)

                                      # # #


<PAGE>









                  THE CIT GROUP HOLDINGS, INC. AND SUBSIDIARIES
                         CONSOLIDATED INCOME STATEMENTS
                          (Dollar Amounts in Millions)



                                                   Three Months Ended
                                                      September 30
                                        ----------------------------------------
                                           1996    % to AEA    1995     % to AEA
                                        ---------  --------  ---------  --------

Finance income                          $   415.8    9.95%*  $   388.8    9.97%*
Interest expense                            214.4    5.11*       210.0    5.37*
                                        ---------    ----    ---------    ----

  Net finance income                        201.4    4.84        178.8    4.60

Fees and other income                        50.9    1.23         47.8    1.23
                                        ---------    ----    ---------    ----

  Operating revenue                         252.3    6.07        226.6    5.83
                                        ---------    ----    ---------    ----

Salaries and general operating expenses      97.9    2.35         85.9    2.21

Net credit losses                            22.3    0.54**       21.9    0.57**
Provision for finance
  receivables increase                        1.9    0.05          2.1    0.05
                                        ---------    ----    ---------    ----
  Provision for credit losses                24.2    0.58         24.0    0.62

Depreciation on operating
  lease equipment                            28.0    0.68         21.4    0.55
                                        ---------    ----    ---------    ----

  Operating expenses                        150.1    3.61        131.3    3.38
                                        ---------    ----    ---------    ----

Income before provision for income taxes    102.2    2.46         95.3    2.45

Provision for income taxes                   37.1    0.89         36.8    0.95
                                        ---------    ----    ---------    ----

  Net income                            $    65.1    1.57%   $    58.5    1.50%
                                        =========    ====    =========    ====

Average financing and
  leasing assets (AEA)                  $16,636.6            $15,555.1

Average finance receivables             $16,419.7            $15,550.0

*  Excludes interest income and interest expense relating to interest-bearing
   deposits
** Percent to average finance receivables


<PAGE>



                  THE CIT GROUP HOLDINGS, INC. AND SUBSIDIARIES
                         CONSOLIDATED INCOME STATEMENTS
                          (Dollar Amounts in Millions)




                                                    Nine Months Ended
                                                      September 30
                                        ----------------------------------------
                                           1996    % to AEA     1995    % to AEA
                                        ---------  --------  ---------  --------

Finance income                          $ 1,222.3    9.94%*  $ 1,133.0    9.90%*
Interest expense                            628.2    5.08*       618.2    5.38*
                                        ---------    ----    ---------    ----

  Net finance income                        594.1    4.86        514.8    4.52

Fees and other income                       176.8    1.44        133.1    1.17
                                        ---------    ----    ---------    ----

  Operating revenue                         770.9    6.30        647.9    5.69
                                        ---------    ----    ---------    ----

Salaries and general operating expenses     291.4    2.38        253.0    2.22

Net credit losses                            71.4    0.59**       56.6    0.50**
Provision for finance
  receivables increase                        7.2    0.06         10.6    0.09
                                        ---------    ----    ---------    ----
  Provision for credit losses                78.6    0.64         67.2    0.59

Depreciation on operating
  lease equipment                            84.3    0.69         56.2    0.49
                                        ---------    ----    ---------    ----

  Operating expenses                        454.3    3.71        376.4    3.30
                                        ---------    ----    ---------    ----

Income before provision for income taxes    316.6    2.59        271.5    2.39

Provision for income taxes                  119.3    0.98        103.7    0.92
                                        ---------    ----    ---------    ----

  Net income                            $   197.3    1.61%   $   167.8    1.47%
                                        =========    ====    =========    ====

Average financing and
  leasing assets (AEA)                  $16,311.9            $15,200.0

Average finance receivables             $16,090.3            $15,212.6

*  Excludes interest income and interest  expense  relating to  interest-bearing
   deposits
** Percent to average finance receivables


<PAGE>



                  THE CIT GROUP HOLDINGS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                          (Dollar Amounts in Millions)



                                                  September 30,    December 31,
                                                      1996            1995
                                                  -------------    ------------
ASSETS
------
FINANCING AND LEASING ASSETS
Loans
   Commercial                                       $10,526.2        $10,356.3
   Consumer                                           2,730.3          2,344.0
Lease receivables                                     3,303.7          3,095.2
                                                    ---------        ---------
   Finance receivables                               16,560.2         15,795.5
Reserve for credit losses                              (214.2)          (206.0)
                                                    ---------        ---------
   Net finance receivables                           16,346.0         15,589.5
Operating lease equipment                             1,365.0          1,113.0
CASH AND CASH EQUIVALENTS                               117.0            161.5
OTHER ASSETS                                            797.5            556.3
                                                    ---------        ---------

   TOTAL ASSETS                                     $18,625.5        $17,420.3
                                                    =========        =========

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
DEBT
Commercial paper                                    $ 5,913.2        $ 6,105.6
Variable rate senior notes                            3,997.5          3,827.5
Fixed rate senior notes                               4,182.0          3,337.0
Subordinated fixed rate notes                           300.0            300.0
                                                    ---------        ---------
   Total debt                                        14,392.7         13,570.1
Credit balances of factoring clients                  1,155.4            980.9
Accrued liabilities and payables                        539.2            485.9
Deferred Federal income taxes                           506.8            469.2
                                                    ---------        ---------
   Total liabilities                                 16,594.1         15,506.1

STOCKHOLDERS' EQUITY
Common stock - authorized, issued and
   outstanding - 1,000 shares                           250.0            250.0
Paid-in capital                                         408.3            408.3
Retained earnings                                     1,373.1          1,255.9
                                                    ---------        ---------
   Total stockholders' equity                         2,031.4          1,914.2
                                                    ---------        ---------

   TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY       $18,625.5        $17,420.3
                                                    =========        =========