CIT GROUP HOLDINGS INC /DE/
8-K, 1996-04-16
SHORT-TERM BUSINESS CREDIT INSTITUTIONS
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                  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 12, 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.
         -------------

         Commencing with the second quarter dividend, the dividend policy of the
Corporation  was changed to require the payment of dividends by the  Corporation
of 30% of net operating  earnings on a quarterly basis.  Such dividends are paid
to the shareholders of the Corporation,  The Dai-Ichi Kangyo Bank,  Limited (80%
common stock  interest)  and CBC Holding  (Delaware)  Inc., a subsidiary  of The
Chase  Manhattan  Corporation  (20%  common  stock  interest),  based upon their
respective  stock  ownership  in the  Corporation.  The  Corporation  previously
operated under a policy requiring the payment of dividends by the Corporation of
50% of net operating earnings on a quarterly basis.






<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 16, 1996



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