TEXTRON INC
10-Q, 1994-11-14
AIRCRAFT & PARTS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC   20549



                                   FORM 10-Q

[X]  QUARTERLY REPORT  PURSUANT TO  SECTION  13 OR  15  (d) OF  THE  SECURITIES
     EXCHANGE ACT OF 1934
     For the fiscal quarter ended October 1, 1994

                OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13  OR 15 (d) OF THE SECURITIES  AND
     EXCHANGE ACT OF 1934

                         Commission file number 1-5480



                                  TEXTRON INC.

             (Exact name of registrant as specified in its charter)



                Delaware                                05-315468

     (State or other jurisdiction of                 (I.R.S. Employer
     incorporation or organization)                Identification No.)

                 40 Westminster Street, Providence, RI   02903
                                  401-421-2800

         (Address and telephone number of principal executive offices)



Indicate by  check  mark whether  the  registrant  (1) has  filed  all  reports
required to be filed by Section 13  or 15(d) of the Securities Exchange Act  of
1934 during  the preceding  12 months  (or  for such  shorter period  that  the
registrant was required to file such reports) and (2) has been subject to  such
filing requirements for the past 90 days.



                                                            Yes  X No



        Common stock outstanding at October 29, 1994 - 88,056,000 shares





                         PART I.  FINANCIAL INFORMATION

Item 1.   FINANCIAL STATEMENTS
<TABLE>
                                  TEXTRON INC.
                  Consolidated Statement of Income (unaudited)
                 (Dollars in millions except per share amounts)

<CAPTION>

                                           Three Months Ended             Nine Months Ended



                                        October 1,     October 2,     October 1,     October 2,
                                           1994           1993           1994           1993


<S>                                    <C>            <C>            <C>            <C>  

Revenues

Sales                                  $    1,621     $    1,520     $    5,084     $    4,564

Interest, discount and service                332            313            981            942
  charges

Insurance premiums                            315            287            908            842

Investment income (including net
  realized investment gains)                  113            113            333            303



    Total revenues                          2,381          2,233          7,306          6,651



Costs and expenses

Cost of sales                               1,338          1,267          4,249          3,802

Selling and administrative                    368            350          1,107          1,045

Interest expense                              168            167            489            503

Provision for losses on collection
  of finance receivables, less                 37             36            117            112
  recoveries

Insurance benefits and increase in
  policy liabilities                          256            218            724            631

Amortization of insurance policy
  acquisition costs                            29             37             81            112



    Total costs and expenses                2,196          2,075          6,767          6,205



Income before income taxes                    185            158            539            446

Income taxes                                  (71)           (58)          (207)          (169)

Elimination of minority interest in
  net income of Paul Revere                    (3)             -            (11)             -



Net income                             $      111     $      100     $      321     $      277



Net income per common share            $     1.23     $     1.10     $     3.54     $     3.07



Average shares outstanding*            90,577,000     90,303,000     90,567,000     89,952,000



Dividends per share:

  $2.08 Preferred stock, Series A            $.52           $.52          $ 1.56         $ 1.56

  $1.40 Preferred stock, Series B            $.35           $.35          $ 1.05         $ 1.05

  Common stock                               $.35           $.31          $ 1.05         $ .93
<FN>
* Average shares  outstanding assume  full conversion  of preferred  stock  and
  exercise of options.

See notes to consolidated financial statements.
</TABLE>
Item 1.   FINANCIAL STATEMENTS (Continued)
<TABLE>
                                  TEXTRON INC.
                     Consolidated Balance Sheet (unaudited)
                                 (In millions)

<CAPTION>
                                                        October 1,      January 1,
                                                           1994            1994

<S>                                                      <C>             <C>    

Assets

Cash                                                     $      87       $      26

Investments                                                  5,133           4,764

Receivables - net:

  Finance                                                    8,048           7,562

  Commercial and U.S. Government                               824             678



                                                             8,872           8,240

Inventories                                                  1,455           1,488

Property, plant and equipment, less accumulated
  depreciation of $1,635 and $1,528                          1,290           1,269

Unamortized insurance policy acquisition costs                 867             784

Goodwill, less accumulated amortization of $387 and          1,578           1,437
$343

Other assets (including net prepaid income taxes)            1,455           1,650



    Total assets                                         $  20,737       $  19,658
</TABLE>
<TABLE>
<S>                                                      <C>             <C>   

Liabilities and shareholders' equity

Liabilities

Accounts payable                                         $     622       $     614

Accrued postretirement benefits other than pensions          1,042           1,033

Other accrued liabilities (including income taxes)           2,464           2,268

Insurance reserves and claims                                4,511           4,091

Debt:

  Textron Parent Company Borrowing Group                     1,851           2,025

  Finance and insurance subsidiaries                         7,252           6,847



                                                             9,103           8,872



    Total liabilities                                       17,742          16,878



Shareholders' equity

Capital stock:

  Preferred stock                                               16              16

  Common stock*                                                 12              12

Capital surplus                                                700             687

Retained earnings                                            2,437           2,209

Other                                                          (78)            (52)



                                                             3,087           2,872

  Less cost of treasury shares                                  92              92



    Total shareholders' equity                               2,995           2,780



    Total liabilities and shareholders' equity           $  20,737       $  19,658



*Common shares outstanding                               88,803,000      88,413,000


<FN>
See notes to consolidated financial statements.
</TABLE>
Item 1.   FINANCIAL STATEMENTS (Continued)
<TABLE>
                                  TEXTRON INC.
                Consolidated Statement of Cash Flows (unaudited)

                                 (In millions)
<CAPTION>
                                                               Nine Months Ended

                                                           October 1,    October 2,
                                                              1994          1993

<S>                                                         <C>           <C>

Cash flows from operating activities:

Net income                                                  $  321        $  277

Adjustments to reconcile net income to net cash provided
  by operating activities:

    Depreciation and amortization                              222           206

    Provision for losses on receivables                        144           142

    Deferred income taxes                                       39            20

    Increase in insurance policy liabilities                   305           234

    Amortization of insurance policy acquisition costs          81           112

    Changes in assets and liabilities excluding those
    related to acquisitions
      and divestitures:

        Increase in commercial and U.S. Government            (173)          (48)
        receivables

        Decrease in inventories                                 27            27

        Additions to insurance policy acquisition costs       (166)         (175)

        Increase in other assets                               (43)         (113)

        Increase in accounts payable                            12           128

        Increase in accrued liabilities                         95            25

    Other - net                                                 25           (12)



    Net cash provided by operating activities                  889           823



Cash flows from investing activities:

Purchases of investments                                     (1,696)       (1,289)

Proceeds from sales of debt and marketable equity
  securities available for sale                                737           308

Proceeds from sales of debt securities held to maturity         10            78

Proceeds from maturities and calls of debt and                 490           563
  marketable equity securities

Proceeds from dispositions of other investments                 53            38

Finance receivables originated or purchased                  (4,246)       (3,578)

Finance receivables repaid or sold                           3,635         3,158

Cash used in acquisitions of businesses (net of cash             -          (139)
    acquired)

Net proceeds from sale of business                             118             -

Capital expenditures                                          (198)         (163)

Other investing activities - net                                43            20



    Net cash used by investing activities                    (1,054)       (1,004)



Cash flows from financing activities:

Increase (decrease) in short-term debt                         (33)          203

Proceeds from issuance of long-term debt                     1,854         1,310

Principal payments on long-term debt                         (1,619)       (1,318)

Receipts from interest-sensitive insurance products            198           147

Return of account balances on interest-sensitive               (92)          (73)
    insurance products

Proceeds from exercise of stock options                         11            15

Dividends paid                                                 (94)          (83)



    Net cash provided by financing activities                  225           201

Effect of foreign exchange rate changes on cash                  1            (1)



Net increase in cash                                            61            19

Cash at beginning of period                                     26            31



Cash at end of period                                       $   87        $   50




<FN>
See notes to consolidated financial statements.
</TABLE>
                                  TEXTRON INC.
             Notes to Consolidated Financial Statements (unaudited)


Note 1:   Summary of significant accounting policies

          The financial  statements  should be  read  in conjunction  with  the
          financial statements included  in Textron's  Form 10-K  for the  year
          ended  January 1,  1994.    The  financial  statements  reflect   all
          adjustments (consisting only of  normal recurring adjustments)  which
          are, in the opinion of management, necessary for a fair  presentation
          of Textron's consolidated financial  position at October 1, 1994  and
          January 1, 1994, and its consolidated results of operations for  each
          of the respective three and nine month periods ended October 1,  1994
          and October 2, 1993 and consolidated cash flows for each of the  nine
          month periods ended October 1, 1994 and October 2, 1993.  The results
          of operations  for the  nine  months ended  October 1, 1994  are  not
          necessarily indicative of results for the full year.

Note 2:   Acquisitions

          Avdel plc

          In early  1989,  Textron  acquired Avdel  plc,  a  fastening  systems
          manufacturing business  based in  England, the  total cost  of  which
          approximated $254 million.   Due  to a challenge  of the  acquisition
          under the antitrust laws by  the U.S. Federal Trade Commission  (FTC)
          in February 1989, Textron did not acquire control of Avdel plc  until
          May 1994 after  complying with  a settlement reached  with the  FTC.
          Textron has accounted for the acquisition of Avdel as a purchase and,
          accordingly, Avdel's results of operations are included in  Textron's
          financial statements beginning in the second quarter of 1994.

          Textron Acustar Plastics

          In May 1993, Textron acquired the plastics operations of the  Acustar
          division of Chrysler Corporation at a cost of $139 million.

Note 3:   Dispositions

          On August 29,  1994,  Textron  sold  its  Homelite  Division  and  on
          October 28, 1994 it sold its Lycoming Turbine Engine Division for  an
          aggregate of  $495 million  in cash  plus the  assumption of  certain
          liabilities.   The aftertax  loss  on the  sales of  these  divisions
          (which  was  due  to  the  nontax  deductibility  of  goodwill)   was
          immaterial.





Note 4:   Investments

                                                   October 1,     January 1,
                                                      1994           1994



                                                         (In millions)

          Debt and marketable equity securities
            available for sale (October 1, 1994
            amortized cost:  $2,493)                 $ 2,435        $  648

          Debt securities held to maturity
            (October 1, 1994 estimated fair           2,397          3,778
            value:  $2,236)

          Other                                         301            338



                                                     $ 5,133        $ 4,764





          Effective at the beginning of 1994, Textron adopted the provisions of
          Statement of Financial Accounting Standards No. 115, "Accounting  for
          Certain Investments in Debt  and Equity Securities"   (FAS 115).   In
          accordance with FAS 115, prior  period financial statements have  not
          been restated to reflect the change in accounting principles.

          FAS 115 established  new, more  restrictive criteria  to be  used  in
          determining which debt securities shall  be carried in the  financial
          statements at amortized cost.  Beginning in 1994, securities  carried
          at amortized  cost  and  classified in  Textron's  held  to  maturity
          category are  those as  to which  Textron has  both the  ability  and
          positive intent to hold  to maturity.   Securities classified in  the
          available for sale category are  carried at estimated fair value  and
          consist of  those securities  which Textron  intends to  hold for  an
          indefinite  period  of  time   but  not  necessarily  to   maturity.
          Unrealized gains and losses related to securities available for sale,
          net of applicable income taxes, are reported as a separate  component
          of shareholders' equity.  To comply with FAS 115, Textron transferred
          certain debt securities  from the  held to maturity  category to  the
          available for  sale  category  of  its  investment  portfolio.    The
          adoption of FAS 115 had no effect on Textron's net income.

          During the nine months  ended October 1, 1994,  an investment in  the
          held to maturity category, with an amortized cost of $10 million, was
          sold  due   to   a   significant  deterioration   in   the   issuer's
          creditworthiness.



Note 5:   Finance receivables - net

                                                   October 1,     January 1,
                                                      1994           1994



                                                         (In millions)

          Finance receivables                       $  8,538       $  8,019

          Less allowance for credit losses               246            225

          Less finance-related insurance reserves
            and claims                                   244            232



                                                    $  8,048       $  7,562







Note 6:   Inventories

                                                   October 1,     January 1,
                                                      1994           1994



                                                         (In millions)

          Finished goods                            $    379       $    395

          Work in process                              1,099          1,120

          Raw materials                                  218            241



                                                       1,696          1,756

          Less progress and advance payments             241            268



                                                    $  1,455       $  1,488







Note 7:   Insurance reserves and claims

                                                   October 1,     January 1,
                                                      1994           1994



                                                         (In millions)

          Paul Revere:

            Future policy benefits                  $  1,167       $  1,090

            Unpaid claims and claim expenses           1,523          1,358

            Other policyholder funds                   1,630          1,462

          Other                                          191            181



                                                    $  4,511       $  4,091







Note 8:   Contingencies

          There are pending or threatened against Textron and its  subsidiaries
          lawsuits and other  proceedings, some of  which allege violations  of
          federal government  procurement  regulations,  involve  environmental
          matters, or are or  purport to be class  actions.  Among these  suits
          and proceedings are some which seek compensatory, treble or  punitive
          damages in substantial amounts; fines, penalties or restitution;  the
          cleanup of allegedly hazardous  wastes; or, under federal  government
          procurement regulations, could result  in suspension or debarment  of
          Textron or its  subsidiaries from U.S.  Government contracting for  a
          period of time.   These suits and proceedings  are being defended  or
          contested on behalf of Textron and its subsidiaries.  On the basis of
          information presently  available,  Textron  believes  that  any  such
          liability or the  impact of  the application  of relevant  government
          regulations would not have a material effect on Textron's net  income
          or financial condition.

          See Part II, Item 1., LEGAL PROCEEDINGS.

Note 9:   Financial information by borrowing group

          Textron consists of two borrowing groups - the Textron Parent Company
          Borrowing Group and the finance and insurance subsidiaries.

          The Textron  Parent  Company  Borrowing Group  is  comprised  of  all
          entities  of   Textron  other   than   its  finance   and   insurance
          subsidiaries.  The financial  statements of this  group as set  forth
          below reflect  Textron's investments  in  its finance  and  insurance
          subsidiaries on the equity basis.   Its sources of cash flow  include
          dividends paid by the finance and insurance subsidiaries, as well  as
          cash generated by other operating units.

          The finance  and  insurance  subsidiaries  finance  their  respective
          operations by borrowing from their own group of external creditors.

Item 1.   FINANCIAL STATEMENTS (Continued)

Note 9:   Financial information by borrowing group (continued)
<TABLE>
TEXTRON PARENT COMPANY BORROWING GROUP
(unaudited) (In millions)
<CAPTION>
                                       Three Months Ended            Nine Months Ended

                                    October 1,     October 2,     October 1,     October 2,
Statement of Income                    1994           1993           1994           1993

<S>                                 <C>            <C>            <C>            <C>

Revenues                            $  1,622       $  1,521       $  5,086       $  4,567





Costs and expenses

Cost of sales                          1,338          1,267          4,249          3,802

Selling and administrative               161            151            492            460

Interest expense                          52             59            160            179



    Total costs and expenses           1,551          1,477          4,901          4,441



                                          71             44            185            126

Pretax income of finance and
  insurance subsidiaries                 114            114            354            320



Income before income taxes               185            158            539            446

Income taxes                             (71)           (58)          (207)          (169)

Elimination of minority interest
  in net income of Paul Revere            (3)             -            (11)             -



Net income                          $    111       $    100       $    321       $    277
</TABLE>
<TABLE>
<CAPTION>

                                                                  October 1,     January 1,
Balance Sheet                                                        1994           1994

<S>                                                                <C>            <C>   

Assets

Cash                                                               $     63       $     12

Receivables - net                                                       824            695

Inventories                                                           1,455          1,488

Investments in finance and insurance subsidiaries                     2,237          2,161

Property, plant and equipment - net                                   1,172          1,150

Goodwill, less accumulated amortization of $203 and $173              1,293          1,138

Other assets (including net prepaid income taxes)                     1,274          1,433



    Total assets                                                   $  8,318       $  8,077
</TABLE>
<TABLE>
<S>                                                                <C>            <C>

Liabilities and shareholders' equity

Accounts payable and accrued liabilities (including income         $  3,472       $  3,272
  taxes)

Debt                                                                  1,851          2,025

Shareholders' equity                                                  2,995          2,780



    Total liabilities and shareholders' equity                     $  8,318       $  8,077

</TABLE>

Item 1.   FINANCIAL STATEMENTS (Continued)

Note 9:   Financial information by borrowing group (continued)
<TABLE>
TEXTRON PARENT COMPANY BORROWING GROUP (continued)
(unaudited) (In millions)
<CAPTION>
                                                              Nine Months Ended

                                                           October 1,    October 2,
Statement of Cash Flows                                       1994          1993

<S>                                                          <C>           <C> 

Cash flows from operating activities:

Net income                                                   $   321       $   277

Adjustments to reconcile net income to net cash provided
  by operating activities:

    Undistributed earnings of finance and insurance             (121)         (123)
      subsidiaries

    Depreciation and amortization                                182           166

    Interest accretion                                            27            27

    Changes in assets and liabilities excluding those
      related to acquisitions and divestitures:

        Increase in receivables                                 (156)          (79)

        Decrease in inventories                                   27            27

        Increase in other assets                                 (82)          (46)

        Increase in accounts payable and accrued                 123            47
          liabilities

    Other - net                                                   11             3



        Net cash provided by operating activities                332           299



Cash flows from investing activities:

Cash used in acquisitions of businesses (net of cash               -          (139)
  acquired)

Net proceeds from sale of business                               118             -

Capital expenditures                                            (176)         (145)

Other investing activities - net                                  43            15



        Net cash used by investing activities                    (15)         (269)



Cash flows from financing activities:

Increase (decrease) in short-term debt                           (31)            8

Proceeds from issuance of long-term debt                         560           316

Principal payments on long-term debt                            (714)         (272)

Proceeds from exercise of stock options                           11            15

Dividends paid                                                   (94)          (83)



        Net cash used by financing activities                   (268)          (16)

Effect of foreign exchange rate changes on cash                    2             -



Net increase in cash                                              51            14

Cash at beginning of period                                       12            28



Cash at end of period                                        $    63       $    42

</TABLE>

Item 1.   FINANCIAL STATEMENTS (Continued)

Note 9:   Financial information by borrowing group (continued)
<TABLE>
FINANCE AND INSURANCE SUBSIDIARIES
(unaudited) (In millions)

<CAPTION>

                                               Three Months Ended               Nine Months Ended

                                          September 30,   September 30,   September 30,   September 30,
Statement of Income                           1994            1993            1994            1993

<S>                                         <C>             <C>             <C>             <C>  

Revenues

Interest, discount and service charges      $    332        $    313        $    981        $    942

Credit life, credit disability and
  casualty insurance premiums                     75              75             208             226

Non-cancellable disability income, life
  and group insurance premiums                   240             212             700             616

Investment income (including net
  realized investment gains)                     112             112             331             300



    Total revenues                               759             712           2,220           2,084



Costs and expenses

Selling and administrative                       207             199             615             585

Interest expense                                 116             108             329             324

Provision for losses on collection of
  finance receivables, less recoveries            37              36             117             112

Credit life, credit disability and
  casualty insurance losses and
  adjustment expenses, less recoveries            33              33              95             100

Death and other insurance benefits               114              98             332             289

Increase in insurance policy                     109              87             297             242
  liabilities

Amortization of insurance policy
  acquisition costs                               29              37              81             112



    Total costs and expenses                     645             598           1,866           1,764



Income before income taxes                       114             114             354             320

Income taxes                                     (44)            (51)           (138)           (130)



Net income                                        70              63             216             190

Elimination of minority interest in net
  income of Paul Revere                           (3)              -             (11)              -



Textron's equity in net income              $     67        $     63        $    205        $    190
</TABLE>




Item 1.   FINANCIAL STATEMENTS (Continued)

Note 9:   Financial information by borrowing group (continued)
<TABLE>
FINANCE AND INSURANCE SUBSIDIARIES
(unaudited) (In millions)
<CAPTION>

                                                     September 30,   December 31,
Balance Sheet                                            1994            1993

<S>                                                    <C>             <C>    

Assets

Cash                                                   $      24       $      14

Investments                                                5,127           4,760

Finance receivables - net                                  8,103           7,605

Property, plant and equipment - net                          104              99

Unamortized insurance policy acquisition costs               867             784

Goodwill, less accumulated amortization of $184              285             299
  and $170

Other assets                                                 625             660



    Total assets                                       $  15,135       $  14,221
</TABLE>
<TABLE>
<S>                                                    <C>             <C>   

Liabilities and equity

Accounts payable and accrued liabilities
  (including income taxes)                             $     951       $     939

Insurance reserves and claims                              4,511           4,091

Debt                                                       7,252           6,847

Equity:

  Textron                                                  2,237           2,161

  Minority interest                                          184             183



    Total liabilities and equity                       $  15,135       $  14,221

</TABLE>

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS
<TABLE>
                                  TEXTRON INC.
                    Revenues and Income by Business Segment
                                 (In millions)


<CAPTION>
                                         Three Months Ended               Nine Months Ended



                                     October 1,      October 2,      October 1,      October 2,
                                        1994            1993            1994            1993


<S>                                   <C>             <C>             <C>             <C>

REVENUES

MANUFACTURING:

  Aircraft                            $    549        $    494        $  1,589        $  1,382

  Automotive                               331             272           1,121             824

  Industrial                               349             301           1,109             971

  Systems and Components                   392             453           1,265           1,387



                                         1,621           1,520           5,084           4,564



FINANCIAL SERVICES:

  Finance                                  421             403           1,227           1,205

  Paul Revere                              338             309             993             879



                                           759             712           2,220           2,084



    Total revenues*                   $  2,380        $  2,232        $  7,304        $  6,648



INCOME

MANUFACTURING:

  Aircraft                            $     56        $     64        $    131        $    114

  Automotive                                21              11              97              61

  Industrial                                39              21             117              82

  Systems and Components                    30              21              56              96



                                           146             117             401             353



FINANCIAL SERVICES:

  Finance                                   86              74             247             215

  Paul Revere                               28              40             107             105



                                           114             114             354             320



Segment operating income                   260             231             755             673

Corporate expenses and other -             (24)**          (15)            (58)**          (51)
  net

Interest expense - net                     (51)            (58)           (158)           (176)



Income before income taxes            $    185        $    158        $    539        $    446






<FN>
*  Revenues by business segment exclude  interest income of the Textron  Parent
   Company Borrowing Group  of $1  million and  $2 million  for the  respective
   three and nine  month periods ended  October 1, 1994 and  $1 million and  $3
   million for the  respective three  and nine month  periods ended  October 2,
   1993.

** Includes a pretax charge  of $9 million related  to the early redemption  of
   debt.
</TABLE>
Item 2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION  AND
         RESULTS OF OPERATIONS (Continued)

Financial Condition

Textron  Parent  Company  Borrowing  Group:    During  the  nine  months  ended
October 1,  1994,  the  Textron  Parent  Company  Borrowing  Group's  operating
activities provided  cash of  $332  million up  from  $299 million  during  the
corresponding period of 1993.  The improvement was due to (a) increased income,
(b) higher payables due  primarily to the timing  of dividend payments in  1994
and (c) increased  customer deposits, partially  offset by higher  receivables,
due primarily to  changed payment terms  with certain customers.   The  Group's
debt decreased by  $174 million  principally as a  result of  cash provided  by
operations and the proceeds from  the sale of Homelite.   Its ratio of debt  to
total capital was 38% at October 1, 1994, down from 42% at January 1, 1994.

During the nine months ended October 2, 1993, the Group's operating  activities
provided cash  of $299  million  versus $71  million during  the  corresponding
period of 1992, with the improvement in 1993 due primarily to (a) higher  trade
payables and other liabilities due primarily to the timing of certain  payments
in 1993, (b) significant  payments on trade payables  and other liabilities  in
1992, (c)  higher  income and  (d)  improvements in  inventory  management  and
increased deliveries.  The Group's debt increased  in 1993 by $38 million as  a
result of financing the $139 million acquisition of Textron Acustar Plastics.

The Textron  Parent Company  Borrowing Group's  credit facilities  not used  or
reserved as  support for  outstanding commercial  paper or  bank borrowings  at
October 1, 1994  were $915  million.   Textron had  $236 million  available  at
October 1, 1994  for unsecured  debt securities  under its  shelf  registration
statement filed with the Securities and Exchange Commission.

In 1993, Textron's Board of Directors approved Textron's purchase of all of the
shares of Textron common stock owned by Paul Revere in four annual installments
of 424,125 shares  each at a  share price to  be equal to  the average  closing
price of Textron's stock over the fiscal quarter preceding each such purchase.
The first of the four purchases (for $25 million) was made in April 1994.

In May 1994, Textron reactivated its share repurchase program to purchase up to
five million shares of its common stock from time to time in the open market as
conditions warrant.  As of October 31, 1994, 776,700 shares had been  purchased
under the program (all in October) at an aggregate cost of $39 million.

On August 29, 1994, Textron sold its Homelite Division and on October 28,  1994
it sold its Lycoming Turbine Engine Division for an aggregate of $495 million.
The proceeds from  these sales are  being used for  general corporate  purposes
including debt reduction and  the repurchase of common  shares.  See Note 3  to
the consolidated financial statements for additional information.

On September 30, 1994, Textron redeemed  an aggregate principal amount of  $109
million of its 9-1/4% Debentures, due 2016 and 2017, with the proceeds from the
sale of Homelite.

Management believes  that  the  Textron Parent  Company  Borrowing  Group  will
continue to  have  adequate  access  to credit  markets  and  that  its  credit
facilities and cash  flow from operations  --including dividends received  from
Textron's finance  and insurance  operations-- will  continue to  be more  than
sufficient to meet its operating needs and to finance growth.

Finance and insurance  subsidiaries:   The finance  and insurance  subsidiaries
paid dividends of  $84 million and  $67 million to  the Textron Parent  Company
Borrowing Group  during  the  nine  month periods  ended  October 1,  1994  and
October 2, 1993, respectively.

During the nine months ended September 30, 1994, Avco Financial Services  (AFS)
issued $946 million of unsecured debt securities, including $873 million  under
its shelf  registration statements.    AFS had  $847  million and  $84  million
available at September 30, 1994 for  unsecured debt securities under its  shelf
registration  statements  with  the  Securities  and  Exchange  Commission  and
Canadian provincial security exchanges, respectively.

In June 1994,  Textron Financial  Corporation (TFC)  established a  medium-term
note facility for $500 million under Rule  144A of the Securities Act of  1933,
as amended, which was fully available at September 30, 1994.

During the nine months ended  September 30, 1994, the finance subsidiaries  had
$422 million of interest  rate exchange agreements go  into effect.  Of  these,
$150 million expire in 1995 and had  the effect of exchanging the indices  used
to determine  interest  expense  under  certain  variable  rate  borrowings  at
September 30, 1994 for  the purpose  of better  matching the  rate of  interest
incurred on  the finance  subsidiaries'  financing with  the rate  of  interest
earned  on  certain  of  the   finance  subsidiaries'  variable  rate   finance
receivables.  The remainder  of the agreements, which  have a weighted  average
original term of 3.8 years  and expire through 1999,  had the effect of  fixing
the rate of  interest at approximately  7.0% on $272  million of variable  rate
borrowings at September 30, 1994.

Results of Operations  - Three months  ended October 1, 1994  vs. Three  months
ended October 2, 1993

Textron reported third quarter net income of $111 million ($1.23 per share), up
11% from 1993 net income of $100 million ($1.10 per share).  Revenues increased
7% to $2.4 billion in 1994 from $2.2  billion in 1993.  Earnings per share  for
1994 reflect an increased number of average shares outstanding.

The Aircraft  segment's  revenues increased  $55  million (11%),  while  income
decreased $8 million (13%), due to an $18  million gain in 1993 at Cessna  from
an insurance settlement.  Bell's revenues and income increased, primarily as  a
result  of  higher  revenues  under   the  Bell-Boeing  V-22  engineering   and
manufacturing  development  contract  (EMD)   and  higher  sales  of   military
aircraft.  Excluding the  $18 million insurance gain  in 1993, Cessna's  income
increased slightly from the corresponding 1993 level as lower bid and  proposal
expenses  related  to  the  Joint  Primary  Aircraft  Training  System  (JPATS)
competition for  a  new military  jet  trainer and  lower  product  development
expenses principally related to the  Citation X aircraft were partially  offset
by the effect of lower aircraft sales.

The Automotive segment's revenues and income increased by $59 million (22%) and
$10 million (91%), respectively, due primarily to higher automotive  production
in 1994 and a  $5 million provision  in 1993 for  the consolidation of  certain
manufacturing operations.

The Industrial segment's revenues increased $48 million (16%), due primarily to
higher fasteners sales, including the addition of Avdel's operating results  in
1994, partially offset by lower sales in  outdoor products, due to the sale  of
the Homelite division in August 1994.  Income increased $18 million (86%),  due
primarily to  (a) the  gain on  the sale  of the  Homelite division,  (b) a  $6
million provision  in  1993  for the  consolidation  of  certain  manufacturing
operations and (c) the higher fasteners  sales, partially offset by the  effect
of the lower sales at Homelite.

The Systems and Components segment's revenues decreased $61 million (13%) while
its income increased $9 million (43%), due primarily to provisions  aggregating
$22 million in 1993 for  the consolidation of certain manufacturing  operations
and legal matters, partially offset by lower income at Textron Lycoming Turbine
Engine.  Excluding  the effect  of those provisions  and the  lower results  at
Textron Lycoming Turbine Engine, the aggregate income at the other divisions in
this segment  was slightly  higher than  the corresponding  1993 level  despite
slightly lower revenues.

The Systems and  Components income from  operations for the  full year 1994  is
expected to  be significantly  below such  income for  1993, principally  as  a
result of lower sales and  certain valuation adjustments at Textron's  Lycoming
Turbine Engine  division.   The  sale  of that  division  (see Note  3  to  the
consolidated financial statements)  will further reduce  this segment's  income
from operations.

The  Finance  segment's  revenues  increased  $18  million  (4%)  while  income
increased $12 million (16%).   AFS' revenues increased slightly, due  primarily
to a higher  level of finance  receivables outstanding, partially  offset by  a
decrease in  yields on  finance receivables  to meet  market conditions.    Its
income  increased,  due  to  (a)  the  higher  level  of  finance   receivables
outstanding and (b) a decrease in the cost of borrowed funds, partially  offset
by (c) an increase  in loan loss provisions  associated with growth in  finance
receivables outstanding and (d) the decrease in yields on finance receivables.
Revenues at  TFC  increased, due  to  a  higher level  of  finance  receivables
outstanding and  an increase  in yields  on finance  receivables.   Its  income
increased due  to  those  factors  and a  decrease  in  loan  loss  provisions,
reflecting a stabilization of nonperforming real estate loans, partially offset
by an increase in the cost of borrowed funds.

Paul Revere's revenues increased $29 million  (9%), due to continued growth  in
its individual disability  income line  of business and  higher net  investment
income.  Its income decreased $12 million (30%), however, primarily as a result
of a higher  individual disability  income benefit ratio,  partially offset  by
increased premium  and  net investment  income  and improved  group  disability
results.  The higher benefit ratio in the individual disability income business
was the result of continuing adverse experience on the block of policies issued
between 1985  and  1989,  especially physicians  in  Florida  and  California.
Ongoing morbidity  studies being  conducted by  Paul Revere  indicate that  the
higher benefit ratio will not  improve in the fourth  quarter of 1994, so  that
the operating income for that quarter  will be lower than the operating  income
for the corresponding quarter of 1993.  Group disability results improved as  a
result of  an  improved  benefit  ratio, increased  sales  of  more  profitable
products and increased  persistency on higher-priced  renewals.  Paul  Revere's
net investment  income increased  as a  result of  a higher  level of  invested
assets, offset in part by lower overall portfolio yields and lower net realized
investment gains ($6 million in 1994 vs. $10 million in 1993).

Corporate expenses and other - net for  the three months ended October 1,  1994
were higher than the corresponding  level in 1993 as a  result of a $9  million
pretax charge  related to  the early  redemption of  high coupon  debt.   Lower
interest expense  of the  Textron Parent  Company Borrowing  Group reflected  a
lower level of average borrowing, partially offset by an increased average cost
of borrowing.  The  quarter's results reflected a  higher effective income  tax
rate than the corresponding prior year rate, principally as a result of new tax
legislation passed in the third quarter  of 1993, retroactive to the  beginning
of 1993.  The resulting  effect of the one-time  benefit in 1993 was  partially
offset by  the  cumulative catch-up  effect  of  the increase  in  the  federal
statutory tax rate from 34% to 35% on  the first half income in 1993 and  lower
foreign and state  income taxes  in 1994,  resulting from  a change  in mix  of
income among taxing jurisdictions, and higher research and development  credits
in 1994.

Results of Operations - Nine months ended October 1, 1994 vs. Nine months ended
October 2, 1993

Net income for the nine  months ended October 1,  1994 was $321 million  ($3.54
per share), up 16%  from 1993 net  income of $277  million ($3.07 per  share).
Revenues increased  10% to  $7.3 billion in  1994 from  $6.7 billion in  1993.
Earnings per  share for  1994 reflect  an increased  number of  average  shares
outstanding.

The Aircraft  segment's revenues  increased $207  million (15%),  while  income
increased $17 million (15%).   Bell's revenues and income increased,  primarily
as a result of  higher revenues under  the V-22 EMD  contract, higher sales  of
military aircraft and  higher international  sales, partially  offset by  lower
sales of both military and commercial spare parts.  Cessna's revenues increased
slightly, while its income decreased, due to  an $18 million gain in 1993  from
an insurance settlement.   Excluding the  $18 million insurance  gain in  1993,
Cessna's income increased slightly as the benefit of higher aircraft sales  and
lower product  development expenses  related to  the Citation X  aircraft  were
partially offset by higher product support costs.

The Automotive segment's revenues and  income increased $297 million (36%)  and
$36 million (59%),  respectively, due  primarily to  (a) the  inclusion of  the
operating results of Textron  Acustar Plastics (acquired in  May 1993) for  all
nine months in  1994 compared  to five months  in 1993,  (b) higher  automotive
production and (c)  an $8 million  provision in 1993  for the consolidation  of
certain manufacturing operations, partially offset by (d) higher costs  related
to the start-up of new plants at Textron Automotive Interiors.

The Industrial segment's revenues increased  $138 million (14%), due  primarily
to higher fasteners sales, including the addition of Avdel's operating  results
for six months in 1994.  Income  increased $35 million (43%), due primarily  to
(a) higher sales  and improved productivity  in the fasteners  business, (b)  a
gain on the sale  of the Homelite  division and (c) a  $9 million provision  in
1993 for the consolidation of certain manufacturing operations.

The Systems and  Components segment's  revenues decreased  $122 million  (9%).
Income decreased $40 million (42%), due primarily to (a) lower sales at Textron
Lycoming Turbine Engine and certain adjustments at that division.  Lower income
at other  divisions,  principally  Textron Marine  and  Land  Systems,  Textron
Specialty Materials and Textron  Defense Systems was offset  by the benefit  of
lower provisions in 1994  than in 1993  ($13 million vs.  $22 million) for  the
consolidation of certain manufacturing operations and legal matters and  higher
income at Textron Lycoming Reciprocating Engine.

Income decreased at Textron Marine and Land Systems as a result of a cumulative
unfavorable profit adjustment on certain combat vehicle and turret  contracts.
Textron Specialty Materials' income  decreased primarily as  a result of  lower
sales related to market contraction in its fire protection materials business.
At Textron Defense Systems, income  decreased on substantially lower  revenues,
due primarily to the wind down of a military communications satellite  contract
and a cumulative  favorable profit adjustment  in 1993 on  a missile  contract,
partially offset by increased  revenues in 1994  under the sensor-fuzed  weapon
program and the effect of a loss  in 1993 on a mobile microwave landing  system
contract.  Textron Lycoming Reciprocating Engine's income increased as a result
of higher sales related to a special overhaul engine program.

The Finance  segment's  revenues  increased  $22  million  (2%),  while  income
increased $32 million (15%).   AFS' revenues increased slightly, due  primarily
to a  higher  level of  finance  receivables  outstanding and  an  increase  in
investment income due  to improving  yields, largely  offset by  a decrease  in
yields on  finance receivables  to meet  market conditions  and a  decrease  in
premiums earned  in  its nonfinance-related  insurance  business.   Its  income
increased, due to (a) the higher level of finance receivables outstanding,  (b)
a decrease in the cost  of borrowed funds, (c)  a decrease in insurance  losses
and (d) an increase  in investment income, due  to improving yields,  partially
offset by (e)  an increase in  loan loss provisions  associated with growth  in
finance receivables  outstanding  and  (f)  a decrease  in  yields  on  finance
receivables.   Revenues at  TFC increased,  due to  a higher  level of  finance
receivables outstanding and higher leveraged lease income primarily related  to
the sales of residual  appreciation rights, partially offset  by a decrease  in
yields on finance receivables.  Its income increased due to those factors and a
decrease in loan loss provisions,  reflecting a stabilization of  nonperforming
real estate loans and an improvement in equipment portfolios.

Paul Revere's revenues increased $114 million (13%), due to continued growth in
its individual disability income, increased  premium volume in group  insurance
and higher  net investment  income.   Its  income  increased $2  million  (2%),
primarily as a result of increased  premium and net investment income,  largely
offset by higher individual  and group disability income  benefit ratios.   The
higher benefit  ratio in  the  individual disability  income business  was  the
result of adverse experience on the  block of policies issued between 1985  and
1989, especially physicians in Florida and California, and poor results in Paul
Revere's excess risk  reinsurance business.   Group  disability results,  which
improved in the  third quarter of  1994 vs. 1993,  were negatively impacted  by
claims in  southern California  on a  specific product  that had  been sold  to
physicians and  other  professionals.   Paul  Revere's  net  investment  income
increased as a result of (a) a higher level of invested assets, offset in  part
by lower overall portfolio yields, and (b) higher net realized investment gains
($22 million in 1994 vs. $13 million in 1993).

Corporate expenses and other -  net for the nine  months ended October 1,  1994
were higher than  the corresponding  1993 level  as a  result of  a $9  million
pretax charge  related to  the early  redemption of  high coupon  debt.   Lower
interest expense  of  the  Textron Parent  Company  Borrowing  Group  primarily
reflected a lower  level of  average borrowing.   Results for  the nine  months
ended October 1,  1994 reflected a  slightly higher effective  income tax  rate
than the corresponding prior year rate, as the effect of a one-time benefit  in
1993 (new tax  legislation passed  in the third  quarter of  1993) was  largely
offset by lower foreign and state income taxes in 1994, resulting from a change
in  mix  of  income  among  taxing  jurisdictions,  and  higher  research   and
development credits in 1994.

                          PART II.   OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS

         There are pending or threatened  against Textron and its  subsidiaries
         lawsuits and other  proceedings, some  of which  allege violations  of
         federal  government  procurement  regulations,  involve  environmental
         matters, or are or purport to be class actions.  Among these suits and
         proceedings are  some  which  seek compensatory,  treble  or  punitive
         damages in substantial amounts;  fines, penalties or restitution;  the
         cleanup of allegedly  hazardous wastes; or,  under federal  government
         procurement regulations, could  result in suspension  or debarment  of
         Textron or its  subsidiaries from  U.S. Government  contracting for  a
         period of time.   These suits  and proceedings are  being defended  or
         contested on behalf of Textron and its subsidiaries.  On the basis  of
         information  presently  available,  Textron  believes  that  any  such
         liability or  the impact  of the  application of  relevant  government
         regulations would not have a  material effect on Textron's net  income
         or financial condition.

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a) Exhibits

              12.1  Computation of  ratio of  income to  fixed charges  of  the
                    Textron Parent Company Borrowing Group.

              12.2  Computation of ratio of income to fixed charges of  Textron
                    Inc. including all majority-owned subsidiaries.

              27    Financial Data Schedule

         (b) Reports on Form 8-K

             No reports on Form 8-K were  filed during the third quarter  ended
             October 1, 1994.

                                   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 thereunto duly authorized.

                                          TEXTRON INC.

Date:   November 14, 1994                   s/W. P. Janovitz

                                            W. P. Janovitz
                                            Vice President and Controller
                                            (principal accounting officer)

                                LIST OF EXHIBITS

The following exhibits are filed as part of this report on Form 10-Q:




                                    Name of Exhibit

12.1    Computation of ratio of income to fixed charges of the Textron Parent
          Company Borrowing Group

12.2    Computation of ratio of income to fixed charges of Textron Inc.
          including all majority-owned subsidiaries

27      Financial Data Schedule


                                                                   EXHIBIT 12.1

                     TEXTRON PARENT COMPANY BORROWING GROUP

                COMPUTATION OF RATIO OF INCOME TO FIXED CHARGES

                                  (unaudited)

                           (In millions except ratio)



                                                                Nine Months
                                                                   Ended
                                                              October 1, 1994



Fixed charges:

  Interest expense (1)                                            $ 160

  Estimated interest portion of rents                                16



    Total fixed charges                                           $ 176






Income:

  Income before income taxes                                      $ 539

  Fixed charges                                                     176

  Eliminate  equity  in  undistributed  pretax  income  of
    finance and insurance subsidiaries                             (271)



    Adjusted income                                               $ 444







Ratio of income to fixed charges                                   2.52






(1)  Includes interest  unrelated  to  borrowings  of  $27  million  (primarily
     interest accretion).


                                                                   EXHIBIT 12.2

             TEXTRON INC. INCLUDING ALL MAJORITY-OWNED SUBSIDIARIES

                COMPUTATION OF RATIO OF INCOME TO FIXED CHARGES

                                  (unaudited)

                           (In millions except ratio)



                                                               Nine Months
                                                                  Ended
                                                             October 1, 1994



Fixed charges:

  Interest expense (1)                                          $   489

  Estimated interest portion of rents                                32



    Total fixed charges                                         $   521






Income:

  Income before income taxes                                    $   539

  Elimination of minority interest  in pretax income  of            (18)
Paul Revere

  Fixed charges                                                     521



    Adjusted income                                             $ 1,042






Ratio of income to fixed charges                                   2.00






(1)  Includes interest  unrelated  to  borrowings  of  $27  million  (primarily
     interest accretion).


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Textron
Inc.'s Consolidated Balance Sheet as of October 1, 1994 and Consolidated
Statement of Income for the nine months ended October 1, 1994 and is qualified
in its entirety by reference to such financial statements.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-END>                                OCT-1-1994
<CASH>                                              87
<SECURITIES>                                         0
<RECEIVABLES>                                    8,872
<ALLOWANCES>                                       246
<INVENTORY>                                      1,455
<CURRENT-ASSETS>                                     0
<PP&E>                                           1,290
<DEPRECIATION>                                   1,635
<TOTAL-ASSETS>                                  20,737
<CURRENT-LIABILITIES>                                0
<BONDS>                                          9,103
<COMMON>                                            12
                                0
                                         16
<OTHER-SE>                                       2,967
<TOTAL-LIABILITY-AND-EQUITY>                    20,737
<SALES>                                          5,084
<TOTAL-REVENUES>                                 7,306
<CGS>                                            4,249
<TOTAL-COSTS>                                    5,054
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                   117
<INTEREST-EXPENSE>                                 489
<INCOME-PRETAX>                                    539
<INCOME-TAX>                                       207
<INCOME-CONTINUING>                                321
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       321
<EPS-PRIMARY>                                     3.54
<EPS-DILUTED>                                     3.54
        

</TABLE>


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