NEW YORK -- The Federal Reserve Bank of New York has approved the purchase of Barclays Commercial Corp. by CIT Group Holdings.

The combination of CIT Group's $7.7 billion factoring volume with Barclays' $5 billion would create the largest factoring firm in the country.

CIT, which is 60 percent owned by the Dai-Ichi Kangyo Bank, Ltd., of Tokyo, and 40 percent by Chemical Banking Corp., announced the agreement to acquire Barclays Commercial last November and said it expected to close the deal in the first quarter of this year.

Dai-Ichi Kangyo Bank has received approval of the deal from the San Francisco Reserve Bank.

Since the CIT announcement last year, however, NationsBanc Commercial filed a suit to block the CIT-Barclays deal. NationsBanc, which racked up a $7.3 billion factoring volume last year, also had made a bid for Barclays but was beaten by CIT.

The NationsBanc suit is based on a no-compete clause in a 1987 agreement under which a predecessor of NationsBanc purchased Chemical Bank's factoring business. Chemical acquired its interest in CIT when it merged with Manufacturers Hanover at the end of 1991.

The suit is being tried in Federal Court, here, and a decision is expected in about two weeks. Lawrence A. Marsiello, president and chief executive officer of CIT Group/Commercial Services, the CIT factoring unit, said Friday that he expects "a favorable resolution of the court case."

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