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)     January 23, 1997
                                                     ----------------

                          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:  January 23, 1997


<PAGE>



[Logo of The CIT Group, Inc.]


                                             Contact:  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 SIXTH CONSECUTIVE YEAR OF RECORD EARNINGS
         ---------------------------------------------------------------

                   $260.1 MILLION, UP 15.5 PERCENT OVER 1995;
                   ------------------------------------------


        NEW YORK, NEW YORK,  January 23, 1997 --- The CIT Group Holdings,  Inc.,
one of the nation's largest commercial and consumer lending organizations, today
reported  record net income of $260.1  million for the year 1996, a 15.5 percent
increase from the $225.3 million  reported for 1995.  This  represents the ninth
consecutive increase in annual earnings and the sixth consecutive year of record
earnings. Fourth quarter earnings were also strong, increasing to $62.8 million,
up 9.4 percent over 1995. The 1996  improvements  were due to stronger  revenues
from increased finance income, higher fees and other income, partially offset by
increased operating expenses.

        "This  year  proved to be very  rewarding  for The CIT  Group.  Revenues
substantially  increased as a result of improved fees, strong loan originations,
particularly in consumer and equipment financing,  and gains on leased equipment
and venture capital investment sales," said Albert R. Gamper, Jr., president and
chief  executive  officer.  "As we begin 1997, we believe that our broad base of
businesses  and the growth we  achieved  in 1996 both  position  us well in this
highly competitive environment," added Gamper.


<PAGE>


FINANCIAL HIGHLIGHTS FOR 1996:

o    Return on average  financing and leasing  assets  ("AEA") for 1996 was 1.57
     percent, up from 1.46 percent for 1995.

o    Financing and leasing assets totaled $18.4 billion,  up $1.5 billion (8.8%)
     from $16.9 billion at December 31, 1995. This increase was driven by strong
     growth in the consumer and small to medium ticket equipment portfolios.

o    Net finance income rose to $797.9 million (4.82% of AEA) in 1996,  compared
     to $697.7  million  (4.54% of AEA) in 1995.  The  improvements  reflect the
     increase in average financing and leasing assets, lower borrowing costs and
     higher fees on account terminations.

o    Feesand other income totaled $244.1 million in 1996, up sharply from $184.7
     million in 1995. The increase  reflects  higher gains from equipment  sales
     and venture capital investment transactions, as well as increased servicing
     fees and higher factoring commissions.

o    Salaries and general  operating  expenses for 1996 totaled  $393.1  million
     (2.38% of AEA) for 1996 versus $345.7  million  (2.25% of AEA) in 1995. The
     increase in expenses is primarily related to the growth in the consumer and
     small to medium ticket equipment portfolios,  and the servicing of a higher
     managed consumer asset portfolio.

o    Depreciation  on  operating  lease  equipment  in 1996 was  $121.7  million
     compared  to $79.7  million  in 1995 due to growth in the  operating  lease
     portfolio.

o    Net credit losses during 1996 were $101.5 million, 0.62% of average finance
     receivables,  up from $77.2 million,  0.50% of average finance  receivables
     for the year of 1995.

                                      -2-


<PAGE>


o    Finance  receivables on nonaccrual status declined to $119.6 million (0.70%
     of finance  receivables) at December 31, 1996 from $139.5 million (0.88% of
     finance  receivables) at the end of 1995.  Finance  receivables past due 60
     days or more increased to $292.3 million (1.72% of finance  receivables) at
     December 31, 1996,  from $263.9 million (1.67% of finance  receivables)  at
     December 31, 1995.

o    Assets  received in the  settlement of loans  increased to $47.9 million at
     December 31, 1996, from $42.0 million at December 31, 1995.

o    Total nonperforming assets,  comprised of finance receivables on nonaccrual
     status and assets  received in  satisfaction  of loans,  declined to $167.5
     million at December  31, 1996 from  $181.5  million at year end 1995.  As a
     percentage of finance  receivables,  total  nonperforming  assets were 0.99
     percent at December 31, 1996 down from 1.15 percent at December 31, 1995.

o    The reserve for credit losses was $220.8  million at year-end 1996, a $14.8
     million  increase  from the prior  year and  represented  1.30  percent  of
     finance receivables for both periods.

o    Stockholders'  equity totaled $2.1 billion and the ratio of  debt-to-equity
     was 7.04 to 1 at December  31, 1996  compared to 7.09 to 1 at December  31,
     1995.


     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)

                                      # # #

                                      -3-

<PAGE>



                  THE CIT GROUP HOLDINGS, INC. AND SUBSIDIARIES
                         CONSOLIDATED INCOME STATEMENTS
                          (DOLLAR AMOUNTS IN MILLIONS)



                                                       YEARS ENDED
                                                       DECEMBER 31,
                                          --------------------------------------
                                             1996   % TO AEA     1995   % TO AEA
                                          --------- --------  --------- --------

Finance income                            $ 1,646.2    9.90%* $ 1,529.2   9.90%*
Interest expense                              848.3    5.08*      831.5   5.36 *
                                          ---------    ----   ---------   ----

  Net finance income                          797.9    4.82       697.7   4.54

Fees and other income                         244.1    1.48       184.7   1.20
                                          ---------    ----   ---------   ----

  Operating revenue                         1,042.0    6.30       882.4   5.74
                                          ---------    ----   ---------   ----

Salaries and general operating expenses       393.1    2.38       345.7   2.25

Net credit losses                             101.5    0.62**      77.2   0.50**
Provision for finance receivables increase      9.9    0.06        14.7   0.10
                                          ---------    ----   ---------   ----
  Provision for credit losses                 111.4    0.67        91.9   0.60

Depreciation on operating lease equipment     121.7    0.74        79.7   0.52
                                          ---------    ----   ---------   ----

  Operating expenses                          626.2    3.79       517.3   3.37
                                          ---------    ----   ---------   ----

Income before provision for income taxes      415.8    2.51       365.1   2.37

Provision for income taxes                    155.7    0.94       139.8   0.91
                                          ---------    ----   ---------   ----

  Net income                              $   260.1    1.57%  $   225.3   1.46%
                                          =========    ====   =========   ====

Average financing and leasing assets (AEA)$16,543.1           $15,377.5

Average finance receivables               $16,352.2           $15,397.8

*    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)



                                                DECEMBER 31,      DECEMBER 31,
                                                    1996              1995
                                                ------------      ------------
ASSETS
------
FINANCING AND LEASING ASSETS
Loans
   Commercial                                     $10,195.6       $10,356.3
   Consumer                                         3,562.0         2,344.0
Lease receivables                                   3,239.0         3,095.2
                                                  ---------       ---------
   Finance receivables                             16,996.6        15,795.5
Reserve for credit losses                            (220.8)         (206.0)
                                                  ----------      ---------
   Net finance receivables                         16,775.8        15,589.5

Operating lease equipment                           1,402.1         1,113.0

CASH AND CASH EQUIVALENTS                             103.1           161.5

OTHER ASSETS                                          651.5           556.3
                                                  ---------       ---------
   TOTAL ASSETS                                   $18,932.5       $17,420.3
                                                  =========       =========

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
DEBT
Commercial paper                                  $ 5,827.0       $ 6,105.6
Variable rate senior notes                          3,717.5         3,827.5
Fixed rate senior notes                             4,761.2         3,337.0
Subordinated fixed rate notes                         300.0           300.0
                                                  ---------       ---------
   Total debt                                      14,605.7        13,570.1

Credit balances of factoring clients                1,134.1           980.9
Accrued liabilities and payables                      594.0           485.9
Deferred Federal income taxes                         523.3           469.2
                                                  ---------       ---------
   Total liabilities                               16,857.1        15,506.1

STOCKHOLDERS' EQUITY
Common stock - authorized, issued and
   outstanding - 1,000 shares                         250.0           250.0
Paid-in capital                                       573.3           408.3
Retained earnings                                   1,252.1         1,255.9
                                                  ---------       ---------
   Total stockholders' equity                       2,075.4         1,914.2
                                                  ---------       ---------
   TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY     $18,932.5       $17,420.3
                                                  =========       =========