UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

September 30, 2008

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box   q

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d -7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

(1) Represents 5,256,250 shares of Common Stock issued to CIT Real Estate Holding Corp. as partial consideration for the contribution of the initial assets to Care Investment Trust Inc.; 100 shares of Common Stock issued to CIT Real Estate Holding Corp. prior to Care Investment Trust Inc.’s initial public offering; and 1,725,000 shares of Common Stock purchased for cash by CIT Real Estate Holding Corp. in Care Investment Trust Inc.’s initial public offering. CIT Real Estate Holding Corp. shares voting and dispositive power with CIT Group Inc. as a direct wholly owned subsidiary of CIT Group Inc.

(2) Based on 21,011,831 shares of Common Stock of Care Investment Trust Inc. outstanding as of August 13, 2008.

SCHEDULE 13D

(1) Represents 607,690 shares of Common Stock granted to CIT Healthcare LLC as Manager of Care Investment Trust Inc. as of the closing of the Care Investment Trust Inc. initial public offering on June 27, 2007 pursuant to the Care Investment Trust Inc. Manager Equity Plan; and 435,000 shares underlying the warrants granted to CIT Healthcare LLC under the Manager Equity Plan on September 30, 2008. All of these shares of Common Stock and warrants vested immediately upon grant. CIT Healthcare LLC shares voting and dispositive power with CIT Group Inc. as a direct wholly owned subsidiary of CIT Group Inc.

(2) Based on 21,011,831 shares of Common Stock of Care Investment Trust Inc. outstanding as of August 13, 2008.

SCHEDULE 13D

(1) ) Represents 5,256,250 shares of Common Stock issued to CIT Real Estate Holding Corp. as partial consideration for the contribution of the initial assets to Care Investment Trust Inc.; 100 shares of Common Stock issued to CIT Real Estate Holding Corp. prior to Care Investment Trust Inc.’s initial public offering and 1,725,000 shares of Common Stock purchased for cash by CIT Real Estate Holding Corp. in Care Investment Trust Inc.’s initial public offering. Also includes 607,690 shares of Common Stock granted to CIT Healthcare LLC as Manager of Care Investment Trust Inc. as of the closing of the Care Investment Trust Inc. initial public offering on June 27, 2007 pursuant to the Care Investment Trust Inc. Manager Equity Plan; and 435,000 shares underlying the warrants granted to CIT Healthcare LLC under the Manager Equity Plan on September 30, 2008. All of these shares of Common Stock and warrants vested immediately upon grant. CIT Real Estate Holding Corp. and CIT Healthcare LLC are both wholly owned subsidiaries of CIT Group Inc.

(2) Based on 21,011,831 shares of Common Stock of Care Investment Trust Inc. outstanding as of August 13, 2008.

SCHEDULE 13D

     This Amendment No. 1 to Schedule 13D amends and supplements the Schedule 13D originally filed on July 9, 2007 (the “Schedule 13D”) on behalf of (i) CIT Real Estate Holding Corporation (“CIT Holding”), (ii) CIT Healthcare LLC (“CIT Healthcare”) and (iii) CIT Group Inc. (“CIT Group”), by virtue of its 100% ownership of CIT Holding and CIT Healthcare, in connection with the initial public offering of Care Investment Trust Inc. (the “Issuer”) which closed on June 27, 2007.

     This Amendment No. 1 is being filed to report the grant to CIT Healthcare of warrants to purchase 435,000 shares of Issuer’s Common Stock on the Schedule 13D.

     Capitalized terms not otherwise defined herein shall have the meanings assigned to them on the Schedule 13D.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer 

     Item 6 is amended and supplemented as follows:

     On September 30, 2008, the Issuer granted to CIT Healthcare under its Manager Equity Plan warrants to purchase 435,000 shares of the Issuer’s Common Stock at an exercise price of $17.00 per share. The warrants are exercisable, in whole or in part, at any time from the date of grant until the tenth anniversary of the date of grant. The warrants are exercisable regardless of any termination or non-renewal of the Management Agreement and are transferable by CIT Healthcare at any time, subject to restrictions under the securities laws.

     Also, on September 30, 2008, the Issuer and CIT Healthcare entered into Amendment No. 1 to the Management Agreement dated June 27, 2008, wherein the parties agreed to (i) reduce the Issuer’s management fee payable to CIT Healthcare from 1.75% to 0.875% of book equity, retroactive to August 1, 2008, (ii) eliminate the Incentive Fee (as defined in the Management Agreement) and (iii) modify the Termination Fee (as defined in the Management Agreement) payable to the Manager upon the termination of the Management Agreement such that the Management Fee shall be equal to the average Base Management Fee (as defined in the Management Agreement) as earned by the Manager during the immediately preceding two years, but in no event shall the Termination Fee be less than $15.4 million.

Item 7. Materials to be Filed as Exhibits

     Item 7 is amended and supplemented to include the following:

SCHEDULE 13D

SIGNATURE

After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this Statement on Schedule 13D is true, complete and correct.

SCHEDULE 13D

SCHEDULE I

Schedule I to Schedule 13D is amended and restated in its entirety as follows:

Unless otherwise stated herein, all individuals listed in this Schedule I are citizens of the United States.

SCHEDULE 13D

SCHEDULE 13D