SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* CIT ELG CORP (Last) (First) (Middle) 1 CIT DRIVE (Street) LIVINGSTON NJ 07039 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/14/2005	3. Issuer Name and Ticker or Trading Symbol EDUCATION LENDING GROUP INC [ ELDG ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.001 per share	17,342,624	D ( 1 )
Common Stock, par value $0.001 per share	17,342,624	I ( 1 )	Owned indirectly by CIT Group Inc. through its wholly owned subsidiary CIT ELG Corporation.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* CIT ELG CORP (Last) (First) (Middle) 1 CIT DRIVE (Street) LIVINGSTON NJ 07039 (City) (State) (Zip)

1. Name and Address of Reporting Person* CIT GROUP INC (Last) (First) (Middle) 1 CIT DRIVE (Street) LIVINGSTON NJ 07039 (City) (State) (Zip)

Explanation of Responses:

1. Pursuant to the offer by CIT ELG Corporation, a Delaware corporation ("Purchaser") and a wholly owned subsidiary of CIT Group Inc., a Delaware corporation ("Parent"), to purchase all outstanding shares of common stock, par value $0.001 per share, of Education Lending Group, Inc., a Delaware corporation (the "Company"), including the associated preferred share purchase rights issued pursuant to the Rights Agreement, dated January 4, 2005, between the Company and American Stock Transfer & Trust Company, as rights agent (together, the "Shares" ), at a purchase price of $19.05 per Share, net to the seller in cash, on February 14, 2005, Purchaser acquired 17,342,624 Shares, representing approximately 96% of Company's outstanding Shares. On February 17, 2005, Parent completed the acquisition of the Company through a merger of Purchaser with and into the Company, with the Company as the surviving corporation.

	/s/ James P. Shanahan, Senior Vice President and Assistant Secretary of CIT ELG Corporation and CIT Group Inc.	02/18/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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