Rule 424(b)(3)
                                                Registration Statement
                                                Nos. 33-58418 & 33-64309

PRICING SUPPLEMENT NO. 2,

Dated June 18, 1997 to 
Prospectus, dated June 6, 1997 and 
Prospectus Supplement, dated June 12, 1997.

                            THE CIT GROUP HOLDINGS, INC.
                           MEDIUM-TERM FLOATING RATE NOTES
                     DUE NINE MONTHS OR MORE FROM DATE OF ISSUE


(X) Senior Note              ( ) Senior Subordinated Note

Principal Amount:  U.S. $200,000,000.

Proceeds to Corporation:  99.99024%.

Underwriting Discount:  0.00976%.

Issue Price:  Variable Price Reoffer, initially at par.

Specified Currency:  U.S. Dollars.

Original Issue Date:  June 23, 1997.

Maturity Date:  June 23, 1998.

Interest Rate Basis:  Prime Rate.

Spread:  -290 basis points.

Initial Interest Rate:    The Prime Rate determined one Business Day prior to 
the Original Issue   Date minus 290 basis points.

The Notes are  offered  by the  Underwriter,  as  specified  herein,  subject to
receipt  and  acceptance  by it and  subject to its right to reject any order in
whole or in part.  It is expected  that the Notes will be ready for  delivery in
book-entry form on or about June 23, 1997.

                              SALOMON BROTHERS INC


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Form:  Global Note.

Interest Reset Date:  Each Business Day to but excluding the Maturity Date.

Rate    Cut-Off Date: Two Business Days prior to each Interest Payment Date. The
        interest  rate for  each day  following  the  Rate  Cut-Off  Date to but
        excluding the Interest  Payment Date will be the rate  prevailing on the
        Rate Cut-Off Date.

Accrual of Interest:  Accrued  interest  will be computed by adding the Interest
        Factors calculated for each day from the Original Issue Date or from the
        last date to which interest has been paid or duly provided for up to but
        not including the day for which  accrued  interest is being  calculated.
        The "Interest Factor" for any Note for each such day will be computed by
        multiplying  the face amount of the Note by the interest rate applicable
        to such day and dividing the product thereof by 360.

InterestPayment  Dates:  Quarterly  on September  23,  1997,  December 23, 1997,
        March 23, 1998, and June 23, 1998, provided that if any Interest Payment
        Date (other than the Maturity  Date) would  otherwise fall on a day that
        is not a Business Day, then the Interest  Payment Date will be the first
        following  day  that is a  Business  Day.  If the  Maturity  Date  would
        otherwise  fall on a day that is not a Business Day, then  principal and
        interest on the Note will be paid on the next  succeeding  Business Day,
        and no  interest  on such  payment  will  accrue for the period from and
        after the Maturity Date.

        Interest  payments will include the amount of interest  accrued from and
        including the most recent  Interest  Payment Date to which  interest has
        been  paid  (or from  and  including  the  Original  Issue  Date) to but
        excluding the applicable Interest Payment Date.

Calculation Date:  The earlier of (i) the fifth Business Day after each Interest
        Determination  Date, or (ii) the Business Day immediately  preceding the
        applicable Interest Payment Date.

Interest Determination Date: One Business Day prior to each Interest Reset Date.

Minimum Interest Rate:  0.0%.

Calculation Agent:  The CIT Group Holdings, Inc.

Trustee, Registrar, Authenticating and Paying Agent:
        The Bank of New York,  under  Indenture  dated as of May 1, 1994 between
        the Trustee and the Corporation.

<PAGE>



                                    UNDERWRITING

        Salomon Brothers Inc (the  "Underwriter") is acting as principal in this
        transaction.

        Subject  to the  terms  and  conditions  set  forth in a Term  Sheet and
        Agreement  dated June 18,  1997 (the  "Terms  Agreement"),  between  the
        Corporation and the  Underwriter,  incorporating  the terms of a Selling
        Agency Agreement dated May 15, 1996,  between the Corporation and Lehman
        Brothers,  Lehman Brothers Inc., Credit Suisse First Boston  Corporation
        (formerly known as CS First Boston Corporation),  Goldman,  Sachs & Co.,
        Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated,
        Morgan  Stanley  & Co.  Incorporated,  Salomon  Brothers  Inc,  and  UBS
        Securities LLC, the  Corporation has agreed to sell to the  Underwriter,
        and the  Underwriter  has  agreed to  purchase,  $200,000,000  principal
        amount of the Notes.

        Under the terms and conditions of the Terms  Agreement,  the Underwriter
        is committed to take and pay for all of the Notes, if any are taken.

        The Underwriter  has advised the  Corporation  that it proposes to offer
        the Notes for sale from time to time in one or more transactions  (which
        may  include  block   transactions),   in  negotiated   transactions  or
        otherwise,  or a  combination  of such methods of sale, at market prices
        prevailing  at the time of sale,  at prices  related to such  prevailing
        market prices or at negotiated  prices.  The Underwriter may effect such
        transactions  by  selling  the  Notes to or  through  dealers,  and such
        dealers may receive compensation in the form of underwriting  discounts,
        concessions or commissions from the Underwriter and/or the purchasers of
        the Notes for whom they may act as agent. In connection with the sale of
        the Notes,  the Underwriter may be deemed to have received  compensation
        from the  Corporation  in the form of  underwriting  discounts,  and the
        Underwriter  may also receive  commissions  from the  purchasers  of the
        Notes for whom it may act as agent. The Underwriter and any dealers that
        participate with the Underwriter in the distribution of the Notes may be
        deemed to be underwriters,  and any discounts or commissions received by
        them and any  profit on the resale of the Notes by them may be deemed to
        be underwriting discounts or commissions.

        The Notes  are a new issue of  securities  with no  established  trading
        market. The Corporation  currently has no intention to list the Notes on
        any  securities  exchange.  The  Corporation  has  been  advised  by the
        Underwriter  that it  intends  to make a market  in the Notes but is not
        obligated  to do so and may  discontinue  any market  making at any time
        without  notice.  No assurance  can be given as to the  liquidity of the
        trading market for the Notes.

        The Corporation has agreed to indemnify the Underwriter  against certain
        liabilities,  including liabilities under the Securities Act of 1933, as
        amended.