TEXTRON INC
10-Q, 1996-11-12
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 September 28, 1996
    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                  05-0315468
(State or other jurisdiction of       (I.R.S. Employer Identification
 incorporation or organization)       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 26, 1996 - 82,686,000 shares



                                                                                
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
                                                    September 28,      September 30,    September 28,       September 30,
                                                       1996              1995              1996               1995
Revenues                                                                                                 
<S>                                               <C>              <C>               <C>                 <C>
Manufacturing sales                               $  1,722         $ 1,558           $  5,289            $  4,763
Finance revenues                                       526             499              1,557               1,461
    Total revenues                                   2,248           2,057              6,846               6,224
Costs and expenses                                                                                       
Cost of sales                                        1,395           1,276              4,308               3,905
Selling and administrative                             335             310              1,008                 918
Interest                                               183             197                549                 608
Provision for losses on collection of                                                                    
  finance receivables, less recoveries                  59              42                 166                120

Other                                                   69              59                208                 166
    Total costs and expenses                         2,041           1,884              6,239               5,717
Income from continuing operations before                                                                 
  income taxes and distributions on                                                                      
  preferred securities of subsidiary trust             207             173                607                 507
Income taxes                                          (81)            (69)              (237)               (201)
Distributions on preferred securities of                                                                 
  subsidiary trust, net of income taxes                (6)               -               (16)                   -
Income from continuing operations                      120             104                354                 306
Discontinued operation, net of income                                                                    
  taxes:                                                                                                 
  Income from operations                                 -              18                 16                  46
  Estimated loss on disposal                         (155)               -              (245)                   -
                                                     (155)              18              (229)                  46
Net income (loss)                                 $   (35)         $   122            $   125             $   352
Per common share:                                                                                        
  Income from continuing operations               $    1.40        $    1.20         $    4.10            $  3.52
  Discontinued operation                              (1.81)             .21             (2.65)               .53
  Net income (loss)                               $    (.41)       $    1.41         $    1.45           $   4.05
Average shares outstanding*                       85,790,000       86,692,000        86,296,000          86,857,000
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                                         $.44            $.39              $1.32              $1.17
</TABLE>
*     Average  shares outstanding assume full conversion of preferred stock  and
exercise of options.
See notes to consolidated financial statements.
Item 1.   FINANCIAL STATEMENTS (Continued)
<TABLE>
                                  TEXTRON INC.
                     Consolidated Balance Sheet (unaudited)
<CAPTION>
                                        
(In millions)                                                           September 28,           December 30,
                                                                             1996                   1995
Assets                                                                                       
<S>                                                                    <C>                   <C>
Cash                                                                   $    169              $     84
Investments                                                                 789                   778
Receivables - net:                                                                           
  Finance                                                                 9,510                 9,362
  Commercial and U.S. Government                                            859                   777
                                                                         10,369                10,139
Inventories                                                               1,303                 1,284
Property, plant and equipment, less accumulated                                              
  depreciation of $1,633 and $1,585                                       1,473                 1,373
Goodwill, less accumulated amortization of $390 and                                          
  $347                                                                    1,590                 1,491
Investment in discontinued operation, less estimated net                                     
  loss on disposal in 1996                                                  799                 1,161
Other (including net prepaid income taxes)                                1,543                 1,384
 Total assets                                                          $ 18,035              $ 17,694
Liabilities and shareholders' equity                                                         
Liabilities                                                                                  
Accounts payable                                                       $    759              $    684
Accrued postretirement benefits other than pensions                         827                   919
Other accrued liabilities (including income taxes)                        2,660                 2,468
Debt:                                                                                        
  Textron Parent Company Borrowing Group                                  1,704                 1,774
  Finance subsidiaries                                                    8,515                 8,437
                                                                         10,219                10,211
  Total liabilities                                                      14,465                14,282
Textron-obligated mandatorily redeemable preferred                                           
  securities of subsidiary trust holding solely Textron                                      
  junior subordinated debt securities                                       483                     -
Shareholders' equity                                                                         
Capital stock:                                                                               
  Preferred stock                                                            14                    15
  Common stock*                                                              12                    12
Capital surplus                                                             776                   750
Retained earnings                                                         2,878                 2,864
Other (primarily currency translation and securities valuation                               
  adjustments)                                                              (8)                   129
                                                                          3,672                 3,770
  Less cost of treasury shares                                              585                   358
  Total shareholders' equity                                              3,087                 3,412
  Total liabilities and shareholders' equity                           $ 18,035              $ 17,694
                                                                                             
*Common shares outstanding                                             82,825,000             84,935,000
</TABLE>
                                        
                 See notes to consolidated financial statements.


Item 1.   FINANCIAL STATEMENTS (Continued)                                      
<TABLE>
                                  TEXTRON INC.
                Consolidated Statement of Cash Flows (unaudited)
                                  (In millions)
<CAPTION>
                                                                                          Nine Months Ended
                                                                                   September 28,      September 30,
                                                                                        1996               1995
 <S>                                                                                <C>                 <C>
 Cash flows from operating activities:                                                                
 Income from continuing operations                                                  $  354              $  306
 Adjustments to reconcile income from continuing operations to net cash provided                      
  by operating activities:                                                                            
    Depreciation and amortization                                                      286                 252
    Provision for losses on receivables                                                168                 125
    Changes in assets and liabilities excluding those related to                                      
      acquisitions and divestitures:
        Increase in commercial and U.S. Government receivables                         (8)                (89)
        Increase in inventories                                                      (150)                (32)
        Increase (decrease) in other assets                                          (105)                  68
        Increase (decrease) in accounts payable                                       (16)                   7
        Increase (decrease) in accrued liabilities                                     176                (88)
    Other - net                                                                       (83)                  54
    Cash provided by operating activities of continuing operations                     622                 603
    Cash provided by operating activities of discontinued operation                    382                 334
    Net cash provided by operating activities                                        1,004                 937
 Cash flows from investing activities:                                                                
 Purchases of investments                                                            (204)               (155)
 Proceeds from disposition of investments                                              143                  61
 Maturities and calls of investments                                                    41                  43
 Finance receivables:                                                                                 
  Originated or purchased                                                           (4,874)             (4,703)
  Repaid or sold                                                                     4,657               4,199
 Cash used in acquisitions                                                           (172)                (40)
 Proceeds from sale of business                                                        180                   -
 Capital expenditures                                                                (215)               (195)
 Other investing activities - net                                                     (25)                  15
    Cash used by investing activities of continuing operations                       (469)               (775)
    Cash used by investing activities of discontinued operation                      (405)               (355)
    Net cash used by investing activities                                            (874)              (1,130)
 Cash flows from financing activities:                                                                
 Increase (decrease) in short-term debt                                                230                (46)
 Proceeds from issuance of long-term debt                                            1,222               2,347
 Principal payments on long-term debt                                               (1,648)             (1,917)
 Issuance of Textron-obligated mandatorily redeemable preferred securities of                         
  subsidiary trust holding solely Textron junior subordinated debt securities          483                   -
 Proceeds from exercise of stock options                                                29                  32
 Purchases of Textron common stock                                                   (239)                (93)
 Purchases of Textron common stock from Paul Revere                                   (34)                (22)
 Dividends paid                                                                      (111)               (100)
    Cash provided (used) by financing activities of continuing operations             (68)                 201
    Cash provided by financing activities of discontinued operation                      8                  21
    Net cash provided (used) by financing activities                                  (60)                 222
 Net increase in cash                                                                   70                  29
 Elimination of cash flow of discontinued operation                                     15                   -
 Cash at beginning of period                                                            84                  49
 Cash at end of period                                                              $  169              $   78
</TABLE>
See notes to consolidated financial statements.
                                        
                                  TEXTRON INC.
             Notes to Consolidated Financial Statements (unaudited)
                                        
Note 1:   Basis of presentation

          The  financial  statements  should be read  in  conjunction  with  the
          financial statements included in Textron's Annual Report on Form  10-K
          for  the year ended December 30, 1995 and Current Report on Form 8-K/A
          dated  May 17, 1996.  The financial statements reflect all adjustments
          (consisting only of normal recurring adjustments, and the recording of
          the  estimated  loss on disposal of Paul Revere)  which  are,  in  the
          opinion  of management, necessary for a fair presentation of Textron's
          consolidated  financial  position  at  September  28,  1996,  and  its
          consolidated  results of operations for each of the  respective  three
          and nine month periods ended September 28, 1996 and September 30, 1995
          and  consolidated cash flows for each of the nine month periods  ended
          September  28, 1996 and September 30, 1995.  The results of operations
          for  the  nine  months  ended September 28, 1996 are  not  necessarily
          indicative  of  results for the full year. Textron  has  restated  its
          financial  statements for prior periods as presented herein  to  treat
          Paul Revere, an 83.3% owned subsidiary, as a discontinued operation.

          Discontinued operation

          On April 29, 1996, Textron announced that The Paul Revere Corporation,
          an  83.3%  owned  subsidiary,  had  entered  into  an  agreement  with
          Provident  Companies, Inc. whereby Provident will acquire all  of  the
          outstanding shares of Paul Revere's common stock.  For its Paul Revere
          shares, Textron would receive approximately $20 per share in cash  and
          $6  per  share  in Provident common stock.  (The number of  shares  of
          Provident common stock to be received will be determined in accordance
          with  an exchange ratio based upon closing prices of Provident  common
          stock  prior  to  the closing of the transaction, subject  to  certain
          limitations.)
          
          On  November 6, 1996, Textron announced certain modifications to  this
          agreement. Based on the $41 5/8 closing price of Provident's stock  on
          November  8,  1996,  Textron would own approximately  5.9  million  of
          Provident  shares had the closing occurred on that  date.   Under  the
          revised  agreement,  Textron agreed to provide additional  capital  to
          Paul   Revere,  the  amount  of  which  will  depend  upon   a   final
          determination  of  the  required levels  of  Paul  Revere's  statutory
          reserves,  subject to certain limits.  Textron also  agreed  to  grant
          certain other concessions to Provident.
          
          As  a  result  of  the  revised agreement,  Textron  recorded  in  its
          financial statements an additional loss from discontinued operation in
          the  third quarter of 1996 of $155 million.   The total loss  of  $245
          million  for  the  nine months ended September  28,  1996  is  net  of
          Textron's  share of Paul Revere's estimated net loss  for  the  period
          April  1996  through  the  expected closing date  (approximately  $165
          million).
          
          The  transaction  remains  subject to the  regulatory  review  process
          relating to the joint proxy/prospectus being prepared for the required
          vote  of  the  shareholders of Provident and Paul Revere, and  remains
          subject  to the approval of the Commonwealth of Massachusetts Division
          of Insurance.  The transaction is targeted to close early in the first
          quarter of 1997.
          
          Paul Revere's revenues for the three month periods ended September 30,
          1996  and  September  30,  1995 were $398 million  and  $368  million,
          respectively, and for the nine month periods ended on those dates were
          $1.2 billion and $1.1 billion, respectively.

Note 2:   Inventories
<TABLE>
<CAPTION>
                                                          September 28,    December 30,
                                                              1996             1995
                                                                  (In millions)
          <S>                                              <C>               <C>
          Finished goods                                   $ 371             $ 352
          Work in process                                    825               911
          Raw materials                                      273               217
                                                           1,469             1,480
          Less progress payments and customer deposits       166               196
                                                           $1,303            $1,284
</TABLE>


Note 3:   Textron-obligated  mandatorily  redeemable  preferred  securities   of
          subsidiary  trust  holding  solely Textron  junior  subordinated  debt
          securities

          On  February  9, 1996, a trust sponsored and wholly-owned  by  Textron
          issued   preferred  securities to the public (for  $500  million)  and
          shares  of  its common securities to Textron (for $15.5 million),  the
          proceeds  of  which  were  invested by the  trust  in  $515.5  million
          aggregate  principal  amount of Textron's newly  issued  7.92%  Junior
          Subordinated Deferrable Interest Debentures, due 2045.  The debentures
          are  the sole asset of the trust.  The amounts due to the trust  under
          the  debentures  and the related income statement  amounts  have  been
          eliminated in Textron's consolidated financial statements.
          
          The  preferred securities accrue and pay cash distributions  quarterly
          at  a  rate  of  7.92%  per  annum.   Textron  has  guaranteed,  on  a
          subordinated  basis,  distributions and  other  payments  due  on  the
          preferred   securities.  The  guarantee,  when  taken  together   with
          Textron's  obligations  under  the debentures  and  in  the  indenture
          pursuant to which the debentures were issued and Textron's obligations
          under  the  Amended  and Restated Declaration of Trust  governing  the
          trust,  provides a full and unconditional guarantee of amounts due  on
          the preferred securities.
          
          The  preferred securities are mandatorily redeemable upon the maturity
          of  the debentures on March 31, 2045, or earlier to the extent of  any
          redemption  by  Textron of any debentures.  The  redemption  price  in
          either  such  case  will  be $25 per share  plus  accrued  and  unpaid
          distributions to the date fixed for redemption.
          
Note 4:   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;  or
          the remediation of allegedly hazardous wastes; or, which 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. On  the  basis  of  information
          presently  available, Textron believes that any  liability  for  these
          suits  and  proceedings,  or the impact of  the  application  of  such
          government regulations, would not have a material effect on  Textron's
          net income or financial condition.
          
Note 5:   Financial information by borrowing group

          Textron  consists of two borrowing groups - the Textron Parent Company
          Borrowing Group (comprised of all entities of Textron other  than  its
          finance subsidiaries) and its finance subsidiaries.

Item 1.   FINANCIAL STATEMENTS (Continued)
Note 5:   Financial information by borrowing group (continued)
TEXTRON PARENT COMPANY BORROWING GROUP
(unaudited) (In millions)
<TABLE>
<CAPTION>
                                                       Three Months Ended                   Nine Months Ended
                                                  September 28,      September 30,    September 28,       September 30,
Statement of Income                                    1996              1995              1996               1995
<S>                                                <C>             <C>                <C>                 <C>
Sales                                              $1,722          $1,558             $5,289              $4,763
Costs and expenses                                                                                       
Cost of sales                                       1,395           1,276              4,308               3,905
Selling and administrative                            182             159                548                 474
Interest                                               36              46                111                 148
  Total costs and expenses                          1,613           1,481              4,967               4,527
                                                      109              77                322                 236
Pretax income of finance subsidiaries                  98              96                285                 271
Income from continuing operations before                                                                 
  income taxes and distributions on preferred                                                            
  securities of subsidiary trust                      207             173                607                 507
Income taxes                                         (81)            (69)              (237)               (201)
Distributions on preferred securities of sub-                                                            
  sidiary trust, net of income taxes                  (6)               -               (16)                   -
Income from continuing operations                     120             104                354                 306
Discontinued operation, net of income taxes:                                                             
  Income from operations                                -              18                 16                  46
  Estimated loss on disposal                        (155)               -              (245)                   -
                                                    (155)              18              (229)                  46
Net income (loss)                                  $ (35)          $  122             $  125              $  352
</TABLE>
<TABLE>
<CAPTION>
                                                                        September 28,           December 30,
Balance Sheet                                                                1996                   1995
Assets                                                                                       
<S>                                                                     <C>                    <C>
Cash                                                                    $ 127                  $  56
Receivables - net                                                         859                    777
Inventories                                                             1,303                  1,284
Investments in finance subsidiaries                                     1,554                  1,475
Property, plant and equipment - net                                     1,395                  1,297
Goodwill, less accumulated amortization of $267 and $233                1,450                  1,344
Investment in discontinued operation, less estimated net loss on          799                  1,161
  disposal in 1996
Other (including net prepaid income taxes)                              1,311                  1,177
  Total assets                                                          $8,798                 $8,571
Liabilities and shareholders' equity                                                         
Accounts payable and accrued liabilities (including income taxes)       $3,524                 $3,385
Debt                                                                    1,704                  1,774
Textron-obligated mandatorily redeemable preferred securities of                             
  subsidiary trust holding solely Textron junior subordinated debt                           
  securities                                                              483                      -
Shareholders' equity                                                    3,087                  3,412
  Total liabilities and shareholders' equity                            $8,798                 $8,571
</TABLE>
Item 1.  FINANCIAL STATEMENTS (Continued)
Note 5:  Financial information by borrowing group (continued)
TEXTRON PARENT COMPANY BORROWING GROUP
(unaudited) (In millions)
<TABLE>
<CAPTION>
                                                                                   Nine Months Ended
                                                                        September 28,           September 30,
Statement of Cash Flows                                                      1996                   1995
Cash flows from operating activities:                                                                           
<S>                                                                     <C>                    <C>
Income from continuing operations                                       $ 354                  $ 306
Adjustments to reconcile income from continuing operations to net                                     
  cash provided by operating activities:
     Undistributed earnings of finance subsidiaries                      (80)                   (78)
     Depreciation and amortization                                        188                    165
     Deferred income taxes                                                (8)                     24
     Changes in assets and liabilities excluding those related to                             
      acquisitions and divestitures:
        Increase in receivables                                           (8)                   (89)
        Increase in inventories                                         (150)                   (32)
        Decrease (increase) in other assets                              (95)                     41
        Increase (decrease) in accounts payable and accrued                                   
         liabilities                                                      137                   (64)
     Other - net                                                            3                     53
        Net cash provided by operating activities                         341                    326
Cash flows from investing activities:                                                        
Capital expenditures                                                    (197)                  (180)
Cash used in acquisitions                                               (172)                      -
Proceeds from sale of business                                            180                      -
Other investing activities - net                                         (24)                   (13)
        Net cash used by investing activities                           (213)                  (193)
Cash flows from financing activities:                                                        
Decrease in short-term debt                                              (46)                    (1)
Proceeds from issuance of long-term debt                                  808                    810
Principal payments on long-term debt                                    (947)                  (722)
Issuance of Textron-obligated mandatorily redeemable preferred                               
  securities of subsidiary trust holding solely Textron junior                               
  subordinated debt securities                                            483                      -
Proceeds from exercise of stock options                                   29                      32
Purchases of Textron common stock                                       (239)                   (93)
Purchases of Textron common stock from Paul Revere                       (34)                   (22)
Dividends paid                                                          (111)                  (100)
        Net cash used by financing activities                            (57)                   (96)
Net increase in cash                                                       71                     37
Cash at beginning of period                                                56                     20
Cash at end of period                                                   $ 127                  $  57
</TABLE>
Item 1.   FINANCIAL STATEMENTS (Continued)
Note 5:   Financial information by borrowing group (continued)
FINANCE SUBSIDIARIES
(unaudited) (In millions)
<TABLE>
<CAPTION>
                                                          Three Months Ended                  Nine Months Ended
                                                  September 30,      September 30,    September 30,       September 30,
Statement of Income                                    1996              1995              1996               1995
<S>                                                 <C>             <C>                <C>                 <C>
Revenues                                            $ 526           $   499            $1,557              $1,461
Costs and expenses                                                                                       
Selling and administrative                            153              151               460                 444
Interest                                              147              151               438                 460
Provision for losses on collection of                                                                    
  finance receivables, less recoveries                 59               42               166                 120

Other                                                  69               59               208                 166
   Total costs and expenses                           428              403             1,272               1,190
Income before income taxes                             98               96               285                 271
Income taxes                                         (38)             (38)             (112)               (106)
Net income                                         $   60          $    58            $  173              $  165
</TABLE>
<TABLE>
<CAPTION>
                                                                        September 30,           December 31,
Balance Sheet                                                                1996                   1995
Assets                                                                                       
<S>                                                                    <C>                    <C>
Cash                                                                   $   42                 $   28
Investments                                                               779                    771
Finance receivables - net                                               9,514                  9,370
Other                                                                     689                    657
   Total assets                                                        $11,024                $10,826
Liabilities and equity                                                                       
Accounts payable and accrued liabilities (including income                                   
  taxes)                                                               $  955                 $  914
Debt                                                                    8,515                  8,437
Equity                                                                  1,554                  1,475
   Total liabilities and equity                                        $11,024                $10,826
</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
                                                  September 28,      September 30,    September 28,       September 30,
                                                       1996              1995              1996               1995
REVENUES                                                                                                 
<S>                                                <C>             <C>                    <C>             <C>
MANUFACTURING:                                                                                           
  Aircraft                                         $  610          $  609                 $    1,858      $1,786
  Automotive                                          365             349                      1,229       1,171
  Industrial                                          518             324                      1,521       1,026
  Systems and Components                              229             276                      681           780
                                                    1,722           1,558                      5,289       4,763
                                                                                                         
FINANCE                                               526             499                     1,557        1,461
Total revenues                                     $2,248          $2,057                 $    6,846      $6,224
INCOME                                                                                                   
MANUFACTURING:                                                                                           
  Aircraft                                         $   69          $   66                 $    188        $  171
  Automotive                                           28              26                      108            99
  Industrial                                           53              36                      162           120
  Systems and Components                               23              24                      61             66
                                                      173             152                      519           456
                                                                                                         
FINANCE                                                98              96                      285           271
                                                                                                         
Segment operating income                              271             248                      804           727
Corporate expenses and other - net                   (28)           (29)                       (86)          (72)
Interest expense - net                               (36)            (46)                      (111)       (148)
Income from continuing operations                                                                        
  before income taxes and                                                                                
  distributions on preferred                                                                             
  securities of subsidiary trust                   $  207          $  173                 $    607        $  507
</TABLE>
Financial Condition

Textron  Parent Company Borrowing Group: During the nine months ended  September
28,  1996,  the  Textron Parent Company Borrowing Group's  operating  activities
provided  cash  of  $341  million versus $326 million during  the  corresponding
period  of  1995.  Operating cash flows for 1996 were affected  by  income  from
continuing  operations partially offset by inventory buildups  at  the  Aircraft
divisions related to the Citation X aircraft and certain helicopter models.  The
Group's debt decreased as cash provided by operations, the issuance of preferred
securities,  and the sale of Textron Aerostructures exceeded cash used  for  (a)
financing  acquisitions, (b) repurchases of Textron common  stock,  (c)  capital
expenditures, and (d) payments of dividends.

During  the  nine  months  ended  September  30,  1995,  the  Group's  operating
activities  provided  cash  of  $326 million  versus  $357  million  during  the
corresponding period of 1994.  The decrease in 1995 was principally  due  to  an
increase in receivables and inventory due principally to increased business  and
a  decrease  in  accrued  liabilities due to increased tax  payments,  partially
offset   by   reductions   in  cash  value  of  company-owned   life   insurance
(approximately $90 million).

On  February  1,  1996,  a  new shelf registration statement  became  effective,
covering,  in  addition to the remaining unused $211 million of  unsecured  debt
securities  previously registered, an aggregate amount of $800  million  of  (a)
debt  issuable  by  Textron and (b) preferred securities  issuable  by  entities
formed  by  Textron on behalf of which Textron would provide certain guarantees.
On  February 9, 1996, a trust sponsored by Textron issued $500 million  of  such
preferred  securities,  the proceeds of which were  invested  by  the  trust  in
Textron's newly issued 7.92% Junior Subordinated Deferrable Interest Debentures,
due  2045.  The proceeds from the issuance of the debentures were initially used
by  Textron for the repayment of long-term borrowings. Textron had $511  million
available  at  September 28,1996 under its shelf registration  statements  filed
with the Securities and Exchange Commission.

The  Textron  Parent  Company Borrowing Group's credit facilities  not  used  or
reserved  as  support  for outstanding commercial paper or  bank  borrowings  at
September 28,1996 were $880 million.

In  July  1996, Textron entered into a five year multi-currency credit agreement
with  14 banks for $350 million to be used for its foreign operations, of  which
$60 million was available at September 28, 1996.

Of  the Textron Parent Company Borrowing Group's $602 million principal notional
amount  of  interest rate exchange agreements outstanding at December 30,  1995,
$140 million subsequently expired through September 28,1996.

During  the  nine  months ended September 28, 1996, Textron  acquired  (a)  Xact
Products,  Inc., a precision-formed metal parts manufacturer based in  Michigan,
(b)  Valois  Industries (which has been re-named  Textron Industries,  S.A.),  a
Paris-based manufacturer of engineered fastening systems, (c) Klauke,  a  German
manufacturer  of electrical connectors, sleeves, and battery-powered  tools  for
the  utility and electrical contracting markets, (d) the UK-based washer systems
business of Valeo Wiper Systems Ltd, a division of France-based Valeo S.A.,  and
(e) The Bunton Company, a Louisville, Kentucky-based manufacturer of rotary 
lawn-care  equipment  for  commercial markets for an aggregate of approximately
$315 million.

On September 9, 1996,  Textron sold its Aerostructures division for $180 million
in  cash plus a subordinated note.  The transaction resulted in no book gain  or
loss  to  Textron.  Proceeds from the sale will be used to finance  acquisitions
and repurchase Textron common shares.

On  November  6,  1996,  Textron announced that the April  1996  agreement  with
Provident  Companies,  Inc.  has been revised.  As  a  result  of  modifications
relating  to  capital  and  other considerations under  the  revised  agreement,
Textron   will  provide  additional  capital  to  Paul  Revere  upon   a   final
determination  of  the  required  levels of Paul  Revere's  statutory  reserves,
subject  to certain limits.  See Note 1 to the consolidated financial statements
for additional information.

On   November  7,  1996,  Textron announced that  it  has  signed  a  definitive
agreement  to  acquire  Bonn, Germany-based Kautex Werke  Reinold  Hagen  AG,  a
supplier of blow-molded plastic automotive systems and components.  Textron will
acquire the worldwide Kautex Group from Klockner-Werke AG for approximately $300
million in cash. The transaction, which is subject to European Commission,  U.S.
and Canadian regulatory approvals, is expected to be completed in early 1997.

Textron  has  approximately  two million shares remaining  under  a  prior  five
million  share  repurchase program authorization.  In September 1996,  Textron's
Board  of  Directors  authorized the repurchase of an  additional  five  million
shares of common stock under its shares repurchase program.

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 flows from operations --including dividends  received  from
Textron's finance operations-- will continue to be more than sufficient to  meet
its operating needs and to finance growth.

Finance subsidiaries: The finance subsidiaries paid dividends of $93 million and
$87  million to the Textron Parent Company Borrowing Group during the nine month
periods ended September 30, 1996 and September 30, 1995, respectively.

During  the  nine months ended September 30, 1996, the finance subsidiaries  had
$246  million  of interest rate exchange agreements expire and $368  million  of
interest  rate  exchange agreements go into effect.  The new  agreements,  which
have a weighted average original term of 2.1 years and expire through 1999,  had
the effect of fixing the rate of interest at approximately 7.83% on $368 million
of variable rate borrowings at September 30, 1996.

Results  of Operations - Three months ended September 28, 1996 vs. Three  months
ended September 30, 1995

Textron   reported  third  quarter  1996  earnings  per  share  from  continuing
operations  of  $1.40 per share, up 17% from the 1995 amount of  $1.20.   Income
from continuing operations in 1996 of $120 million was up from $104 million  for
1995.  Revenues increased 9% to $2.2 billion in 1996 from $2.1 billion in 1995.

On  November  6,  1996,  Textron announced that the April  1996  agreement  with
Provident  Companies,  Inc.  has been revised.   As  a  result  of  the  revised
agreement, Textron recorded in its financial statements an additional loss  from
discontinued operation in the third quarter of 1996 of $155 million ($1.81  loss
per  share).  See Note 1 to the consolidated financial statements for additional
information.

The   Aircraft  segment's  revenues  approximated  1995's  level,  while  income
increased  $3  million (5%).  Bell Helicopter's revenues and  income  decreased,
primarily  as  a  result  of lower sales of military  helicopters  to  the  U.S.
Government  ($32 million) and lower revenues on the V-22 program ($36  million).
These decreases were partially offset by higher commercial helicopter sales ($12
million).   Cessna's  revenues and income increased primarily  as  a  result  of
higher sales of business jets and utility turboprop aircraft.

The  Automotive segment's revenues and income increased $16 million (5%) and  $2
million  (8%),  respectively,  due primarily to higher  overall  North  American
automotive production, particularly from the improved volume of light trucks  at
Chrysler.

The  Industrial  segment's  revenues increased $194  million  (60%)  and  income
increased  $17  million (47%).  These increases were due principally  to  higher
sales  in  the  fastening  systems  business  ($170  million),  reflecting   the
acquisitions  of Elco Industries, Friedr. Boesner GmbH, and Textron  Industries,
S.A.   In  addition, income increased at E-Z-GO as a result of higher  sales  of
golf cars and improved operating performance.

The  Systems and Components segment's revenues and income decreased $47  million
(17%) and $1 million (4%), respectively.  The decreases were principally due  to
reduced  shipments on certain U.S. Government and commercial aerospace contracts
and  the impact of the divestiture of the Textron Aerostructures division as  of
September 6, 1996.

The  Finance  segment's  revenues  increased  $27  million  (5%),  while  income
increased $2 million (2%).  AFS' revenues increased $21 million, primarily as  a
result  of  an increase in yields on finance receivables, an increase in  earned
premiums  in  both the finance-related and the independent insurance operations,
and  an increase in capital gains, due primarily to a higher volume of sales  in
the  bond  investment portfolio.  Its income was equal to 1995's  level  due  to
those  factors  and a decrease in the average cost of borrowed funds,  partially
offset  by  an  increase in the ratio of net credit losses  to  average  finance
receivables and an increase in the ratio of insurance losses to earned insurance
premiums  in  AFS' insurance operations.  TFC's income increased $2  million  on
higher revenues of $6 million, due to a higher level of finance receivables  and
higher  fee  income,  principally due to increased arrangement  fee  income  and
higher prepayment and late charges income, and a decrease in the average cost of
borrowed  funds,  partially  offset  by a  higher  provision  for  loan  losses,
principally due to higher charge-offs in the equipment portfolio.

Corporate expenses and other - net approximated 1995's level, as lower  expenses
were  partially  offset  by  the reclassification  of  certain  nondebt  related
expenses  from the interest expense line ($4 million).  Interest expense  -  net
for  the Textron Parent Company Borrowing Group decreased $10 million due to the
reclassification and lower average debt, due principally to the payment of  debt
with the proceeds from the issuance of preferred securities in February 1996.

Results  of  Operations - Nine months ended September 28, 1996 vs.  Nine  months
ended September 30, 1995

Earnings per share from continuing operations for the nine months were $4.10 per
share,  up 16% from the 1995 amount of $3.52.  Income from continuing operations
in  1996  of $354 million was up from $306 million for 1995.  Revenues increased
10% to $6.8 billion in 1996 from $6.2 billion in 1995.

As  a  result  of the revised agreement with Provident Companies, Inc.,  Textron
recorded  in  its  financial  statements an additional  loss  from  discontinued
operation in the third quarter of 1996 of $155 million or a total loss  of  $245
million  ($2.65  loss per share) for the nine months ended September  28,  1996.
See Note 1 to the consolidated financial statements for additional information.

The  Aircraft segment's revenues and income increased $72 million (4%)  and  $17
million (10%), respectively.  Bell Helicopter's revenues decreased primarily  as
a  result  of  lower sales of military helicopters to the U.S. Government  ($108
million) and lower revenues on the V-22 program ($48 million), partially  offset
by  higher  domestic  and  international helicopter sales,  including  increased
deliveries  on  the  Canadian  Forces contract  ($58  million).   Bell's  income
approximated  1995's level as additional income on the V-22  program  and  lower
product development expenses related to new helicopter models offset the  impact
of  the  lower revenues.  Cessna's revenues increased primarily as a  result  of
higher  sales  of  business  jets and utility turboprop  aircraft.   Its  income
increased as a result of the higher revenues, partially offset by higher product
development and selling and administrative expenses due to the introduction  and
support of new products.

The  Automotive segment's revenues and income increased $58 million (5%) and  $9
million  (9%), respectively.  Despite the impact of a strike at certain  General
Motors'  plants  in the first quarter 1996, revenues increased as  a  result  of
improved  volume of light trucks at Chrysler as well as a ramp-up  in  sales  at
Textron's Saltillo, Mexico facility.  Income increased as a result of the higher
revenues and improved operating performance.

The  Industrial segment's revenues and income increased $495 million  (48%)  and
$42 million (35%), respectively.  These increases were due principally to higher
sales  in  the  fastening  systems  business  ($434  million),  reflecting   the
acquisitions  of  Elco Industries, Friedr. Boesner GmbH and Textron  Industries,
S.A.   In  addition, income increased at E-Z-GO as a result of higher  sales  of
golf cars and better operating performance.

The  Systems and Components segment's revenues and income decreased $99  million
(13%) and $5 million (8%), respectively.  The decreases were principally due  to
reduced  shipments on certain U.S. Government and commercial aerospace contracts
and  the impact of the divestiture of the Textron Aerostructures division as  of
September 6, 1996.

The  Finance  segment's  revenues  increased  $96  million  (7%),  while  income
increased $14 million (5%).  AFS' revenues increased $82 million, primarily as a
result of an increase in yields on finance receivables (18.58% in the first nine
months  of  1996  vs. 18.04% in the first nine months of 1995), an  increase  in
earned  premiums  in  both  the finance-related and  the  independent  insurance
operations and an increase in capital gains, due primarily to a higher volume of
sales in the bond investment portfolio.  Its income increased $8 million due  to
those  factors, a decrease in the average cost of borrowed funds (6.93%  in  the
first  nine  months of 1996 vs. 7.35% in the first nine months of 1995)  and  an
increase  in  investment income due to a higher level of invested assets.   This
favorable impact was partially offset by an increase in the ratio of net  credit
losses  to average finance receivables (2.74% in the first nine months  of  1996
vs.  1.99%  in  the first nine months of 1995) and an increase in the  ratio  of
insurance  losses  to  earned insurance premiums in AFS'  independent  insurance
operations.  The proliferation of credit cards and the resulting increase in the
level  of  consumer  debt has not only overburdened the consumer,  resulting  in
higher delinquencies and charge-offs, but has provided the consumer an alternate
source  of  funds, thereby negatively effecting AFS' receivable  growth.   TFC's
income  increased $6 million on higher revenues of $14 million , due to a higher
level  of finance receivables ($3.022 billion in the first nine months  of  1996
vs.  $2.815  billion  in the first nine months of 1995) and higher  fee  income,
principally due to increased arrangement fee income and higher late charges  and
prepayment  income,  and  a  decrease in the average  cost  of  borrowed  funds,
partially  offset  by  a higher provision for loan losses,  principally  due  to
higher charge-offs in the equipment portfolio.

Corporate expenses and other - net increased $14 million, due principally to the
reclassification  of certain nondebt related expenses from the interest  expense
line  ($18  million).   Interest expense - net for the  Textron  Parent  Company
Borrowing  Group  decreased  $37 million due to the reclassification  and  lower
average  debt,  due  in part to the payment of debt with the proceeds  from  the
issuance of preferred securities in February 1996.
                                        
                          PART II.   OTHER INFORMATION


        
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
             
        (a) Exhibits
             
            12.1 Computation  of  ratio of income to combined  fixed  charges
                 and preferred   securities  dividends  of  the  Textron 
                 Parent Company Borrowing Group.
             
            12.2 Computation  of  ratio of income to combined fixed charges
                 and preferred securities dividends  of  Textron  Inc.
                 including all majority-owned subsidiaries.
             
             27  Financial Data Schedule (filed electronically only)
             
         (b) Reports on Form 8-K

             No  reports  on  Form  8-K  were filed during  the  quarter 
             ended September 28, 1996.

                                   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 12, 1996                    s/R. L. Yates
                                               R. L. Yates
                                               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 combined fixed charges and
          preferred securities dividends of the Textron Parent Company
          Borrowing Group
          
12.2      Computation of ratio of income to combined fixed charges and
          preferred securities dividends of Textron Inc.  including all
          majority-owned subsidiaries
          
27        Financial Data Schedule (filed electronically only)







                                                                EXHIBIT 12.1
<TABLE>
                                                                                
                     TEXTRON PARENT COMPANY BORROWING GROUP
                                        
                        COMPUTATION OF RATIO OF INCOME TO
              COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
                                        
                                   (unaudited)
                                        
                           (In millions except ratio)
                                        
<CAPTION>

                                                                                   Nine Months
                                                                                      Ended
                                                                                  September 28,
                                                                                       1996
<S>                                                                                 <C>
Fixed charges:                                                                   
  Interest expense                                                                  $111
  Distributions on preferred securities of subsidiary trust, net of income taxes      16
  Estimated interest portion of rents                                                 13
                                                                                 
    Total fixed charges                                                             $140
                                                                                 
                                                                                 

Income:                                                                          
  Income from continuing operations before income taxes and distributions on       
    preferred securities of subsidiary trust                                        $607
  Eliminate equity in undistributed pretax income of finance subsidiaries           (192)
  Fixed charges                                                                      140
                                                                                 
    Adjusted income                                                                 $555
                                                                                 
                                                                                 

Ratio of income to fixed charges                                                    3.96
                                                                                 
</TABLE>





                                                                EXHIBIT 12.2
                                                                                
<TABLE>
             TEXTRON INC. INCLUDING ALL MAJORITY-OWNED SUBSIDIARIES
                                        
                        COMPUTATION OF RATIO OF INCOME TO
              COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
                                        
                                   (unaudited)
                                        
                           (In millions except ratio)
<CAPTION>
                                        


                                                                                   Nine Months
                                                                                      Ended
                                                                                  September 28,
                                                                                       1996
<S>                                                                                 <C>
Fixed charges:                                                                   
  Interest expense                                                                  $ 549
  Distributions on preferred securities of subsidiary trust, net of income taxes       16
  Estimated interest portion of rents                                                  26
                                                                                 
    Total fixed charges                                                             $ 591
                                                                                 
                                                                                 

Income:                                                                          
  Income from continuing operations before income taxes and distributions on       
    preferred securities of subsidiary trust                                        $ 607
  Fixed charges                                                                       591
                                                                                 
    Adjusted income                                                                 $1,198
                                                                                 
                                                                                 

Ratio of income to fixed charges                                                     2.03
                                                                                 
</TABLE>




WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Textron
Inc.'s Consolidated Balance Sheet as of September 28, 1996 and Consolidated
Statement of Income for the nine months ended September 28, 1996 and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-28-1996
<PERIOD-END>                               SEP-28-1996
<CASH>                                             169
<SECURITIES>                                         0
<RECEIVABLES>                                        0*
<ALLOWANCES>                                         0*
<INVENTORY>                                      1,303
<CURRENT-ASSETS>                                     0
<PP&E>                                           3,106
<DEPRECIATION>                                   1,633
<TOTAL-ASSETS>                                  18,035
<CURRENT-LIABILITIES>                                0
<BONDS>                                         10,219
<COMMON>                                            12
                                0
                                         14
<OTHER-SE>                                       3,061
<TOTAL-LIABILITY-AND-EQUITY>                    18,035
<SALES>                                          5,289
<TOTAL-REVENUES>                                 6,846
<CGS>                                            4,308
<TOTAL-COSTS>                                    4,516
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                   166
<INTEREST-EXPENSE>                                 549
<INCOME-PRETAX>                                    607
<INCOME-TAX>                                       237
<INCOME-CONTINUING>                                354
<DISCONTINUED>                                   (229)
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       125
<EPS-PRIMARY>                                     1.45
<EPS-DILUTED>                                     1.45
        

*Beginning in the 2nd quarter of 1996, such amounts are not
 disclosed in interim periods.


</TABLE>


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