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)      April 17, 1997
                                                      --------------

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


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


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


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          (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:  April 17, 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 FIRST QUARTER 1997 EARNINGS OF
              ----------------------------------------------------

             $70.1 MILLION, UP 17.4 PERCENT OVER 1996 FIRST QUARTER;
             ------------------------------------------------------


      NEW YORK, NEW YORK,  April 17, 1997 --- The CIT Group Holdings,  Inc., one
of the nation's  largest  commercial and consumer lending  organizations,  today
reported  net income of $70.1  million  for the first  quarter of 1997,  a 17.4%
increase  from the $59.8  million  reported for 1996.  The  improvement  was the
result of an increase in average  financing and leasing assets and corresponding
growth in net finance income as well as higher fees and other income.

      "CIT's  first  quarter  results were  outstanding  and I am pleased by our
solid overall  performance,  including sustained credit quality," said Albert R.
Gamper, Jr., president and chief executive officer.  "Our success is the product
of our business diversification strategies.  Despite upward pressure on interest
rates and heightened competition,  we are optimistic about our prospects for the
remainder of 1997."

Financial highlights for 1997:

o    Return on  average  financing  and  leasing  assets  ("AEA")  for the first
     quarter of 1997 was 1.60%, up from 1.49% for 1996.

o    Earning assets, primarily comprised of finance receivables, operating lease
     equipment and consumer  finance  receivables  held for sale,  totaled $19.1
     billion at March 31, 1997, up

<PAGE>

     2.9% from $18.6  billion  at year end 1996.  The  increase  was a result of
     strong  consumer  loan and  small to  medium  ticket  equipment  receivable
     originations,  additions to the  operating  lease  portfolio and a seasonal
     rise in factoring receivables.

o    Net finance  income  rose to  $214.0  million (4.87%  of AEA) in the  first
     quarter  of 1997  compared  to $195.4  million  (4.86% of AEA) in the first
     quarter of 1996. The improvements  reflect a 9.5% increase in AEA and lower
     borrowing costs, offset by slightly lower yields.

o    Fees and other income  totaled  $57.7 million in the first quarter of 1997,
     up from $52.7  million in 1996.  The  increase  reflects  higher gains from
     equipment  sales and venture  capital  investment  transactions,  offset by
     reduced securitization activity.

o    Salaries  and  general  operating  expenses  for the first  quarter of 1997
     totaled  $99.9  million  compared to $95.9 million for the first quarter of
     1996,  a 4.2%  increase.  As a  percentage  of AEA,  salaries  and  general
     operating expenses declined to 2.27% from 2.39% in 1996.

o    Net  credit  losses  during the first  quarter of 1997 were $25.7  million,
     0.60% of average finance receivables,  compared to $25.4 million,  0.64% of
     average finance receivables for the first quarter of 1996.

o    Depreciation on operating lease equipment for the first quarter of 1997 was
     $32.1  million  compared to $27.5  million in 1996 as a result of growth in
     the operating lease portfolio.

o    The  effective  income tax rate for the first  quarter of 1997  declined to
     36.7% from 38.3% for the first quarter of 1996 due to lower state and local
     taxes.

o    Finance  receivables on nonaccrual  status declined to $97.8 million (0.57%
     of finance  receivables)  at March 31, 1997 from $119.6  million  (0.70% of
     finance  receivables) at the end of 1996.  Finance  receivables past due 60
     days or more also decreased during the first

                                      -2-

<PAGE>

     quarter to $289.2 million (1.70% of finance receivables) at March 31, 1997,
     from $292.3 million (1.72% of finance receivables) at December 31, 1996.

o    Assets  received in the settlement of loans were $46.9 million at March 31,
     1997 and $47.9 million at year end 1996.

o    Total nonperforming assets,  comprised of finance receivables on nonaccrual
     status and assets  received in  satisfaction  of loans,  as a percentage of
     finance  receivables,  were  0.85% at March 31,  1997  down  from  0.99% at
     December 31, 1996.

o    The reserve for credit losses increased to $222.0 million at March 31, 1997
     from $220.8 million at December 31, 1996 and  represented  1.30% of finance
     receivables for both periods.

o    The ratio of total debt to  stockholders'  equity,  including  the recently
     issued redeemable preferred capital securities of subsidiary, was 6.25 to 1
     at March 31, 1997 compared to 7.04 to 1 at December 31, 1996.


     The CIT Group  Holdings,  Inc. is owned 80 percent by 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)



                                                      THREE MONTHS ENDED
                                                           MARCH 31,
                                              1997   % TO AEA    1996   % TO AEA
                                           --------- -------- --------- --------

Finance income                             $   437.1  9.87%*  $   402.6   9.97%*
Interest expense                               223.1  5.00*       207.2   5.11 *
                                           ---------  ----    ---------   ----

  Net finance income                           214.0  4.87        195.4   4.86

Fees and other income                           57.7  1.31         52.7   1.31
                                           ---------  ----    ---------   ----

  Operating revenue                            271.7  6.18        248.1   6.17
                                           ---------  ----    ---------   ----

Salaries and general operating expenses         99.9  2.27         95.9   2.39

Provision for credit losses                     27.0  0.61         27.8   0.69

Depreciation on operating lease equipment       32.1  0.73         27.5   0.68

Minority interest in subsidiary holding
   solely parent company debentures              1.9  0.04           -      -
                                           ---------  ----    ----------  ----

  Operating expenses                           160.9  3.65        151.2   3.76
                                           ---------  ----    ---------   ----

Income before provision for income taxes       110.8  2.53         96.9   2.41

Provision for income taxes                      40.7  0.93         37.1   0.92
                                           ---------  ----    ---------   ----

  Net income                               $    70.1  1.60%   $    59.8   1.49%
                                           =========  ====    =========   ====

Average financing and leasing assets (AEA) $17,590.1          $16,065.6


*    Excludes interest income and interest expense relating to  interest-bearing
     deposits.


<PAGE>



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



                                                        MARCH 31,   DECEMBER 31,
                                                          1997          1996
                                                       ----------   ------------
ASSETS
------
FINANCING AND LEASING ASSETS
Loans
   Commercial                                           $ 9,996.4     $10,195.6
   Consumer                                               3,186.0       3,239.0
Lease receivables                                         3,834.0       3,562.0
                                                        ---------     ---------
   Finance receivables                                   17,016.4      16,996.6
Reserve for credit losses                                  (222.0)       (220.8)
                                                        ----------    ---------
   Net finance receivables                               16,794.4      16,775.8
Operating lease equipment, net                            1,501.9       1,402.1
Consumer finance receivables held for sale                  539.8         116.3
CASH AND CASH EQUIVALENTS                                   176.9         103.1
OTHER ASSETS                                                571.7         535.2
                                                        ---------     ---------
   TOTAL ASSETS                                         $19,584.7     $18,932.5
                                                        =========     =========

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
DEBT
Commercial paper                                        $ 6,143.1     $ 5,827.0
Variable rate senior notes                                3,611.5       3,717.5
Fixed rate senior notes                                   4,829.9       4,761.2
Subordinated fixed rate notes                               300.0         300.0
                                                        ---------     ---------
   Total debt                                            14,884.5      14,605.7
Credit balances of factoring clients                      1,193.8       1,134.1
Accrued liabilities and payables                            598.8         594.0
Deferred Federal income taxes                               524.6         523.3
                                                        ---------     ---------
   Total liabilities                                     17,201.7      16,857.1

Redeemable preferred capital securities of
 subsidiary holding solely parent company debentures        250.0           -

STOCKHOLDERS' EQUITY
Common stock - authorized, issued and
   outstanding - 1,000 shares                               250.0         250.0
Paid-in capital                                             573.3         573.3
Unrealized gain on investment securities, net of taxes        8.5           -
Retained earnings                                         1,301.2       1,252.1
                                                        ---------     ---------
   Total stockholders' equity                             2,133.0       2,075.4
                                                        ---------     ---------
   TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY           $19,584.7     $18,932.5
                                                        =========     =========