TEXTRON INC
10-Q, 1996-05-10
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 March 30, 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 April 27, 1996 - 84,075,000 shares

                                

                                                                  <page 2>
                      PART I.  FINANCIAL INFORMATION

Item 1.   FINANCIAL STATEMENTS
                               TEXTRON INC.
               Consolidated Statement of Income (unaudited)
              (Dollars in millions except per share amounts)
                                     
<TABLE>
                                               Three Months Ended
                                           March 30,           April 1,
<S>                                         <C>               <C>
                                             1996                1995
Revenues                                                      
Manufacturing sales                         $1,700            $  1,554
Finance revenues                               514                 475
   Total revenues                            2,214               2,029
Costs and expenses                                            
Cost of sales                                1,393               1,278
Selling and administrative                     331                 302
Interest                                       183                 202
Provision for losses on collection of                      
  finance receivables, less recoveries          53                  39
Other                                           70                  51
   Total costs and expenses                  2,030               1,872

Income from continuing operations before                      
income taxes and distributions on
preferred securities of subsidiary trust       184                 157
Income taxes                                   (72)                (62)
Distributions on preferred securities of                      
subsidiary trust, net of income taxes           (3)                  -

Income from continuing operations              109                  95
Discontinued operation, net of income taxes:
     Income from operations                     16                  14
     Estimated loss on disposal                (90)                  -
                                               (74)                 14

Net income                                 $    35            $    109

Per common share:                                              
     Income from continuing operations     $  1.26            $   1.09
     Discontinued operation                  (0.86)                .16
     Net income                            $  0.40            $   1.25

Average shares outstanding*             86,680,000          87,055,000

Dividends per share:                                          
  $2.08 Preferred stock, Series A          $   .52            $    .52
  $1.40 Preferred stock, Series B          $   .35            $    .35
  Common stock                             $   .44            $    .39

*     Average shares outstanding assume full conversion of preferred stock
      and exercise of options.

See notes to consolidated financial statements.
</TABLE>

<TABLE>
Item 1.  FINANCIAL STATEMENTS (Continued)                         <page 3>
                               TEXTRON INC.
                  Consolidated Balance Sheet (unaudited)

(In millions)                                      March 30,   December 30,
                                                     1996          1995
<S>                                             <C>           <C>
Assets
Cash                                             $       71    $        84
Investments                                             781            778
Receivables - net:
  Finance                                             9,394          9,362
  Commercial and U.S. Government                        809            777
                                                     10,203         10,139
Inventories                                           1,368          1,284
Property, plant and equipment, less accumulated
  depreciation of $1,630 and $1,585                   1,369          1,373
Goodwill, less accumulated amortization 
  of $363 and $347                                    1,483          1,491
Investment in discontinued operation, less
  estimated net loss on disposal in 1996                997          1,161
Other (including net prepaid income taxes)            1,111          1,037
  Total assets                                   $   17,383    $    17,347

Liabilities and shareholders' equity
Liabilities
Accounts Payable                                 $      670    $       684
Accrued postretirement benefits other than
  pensions                                               919            919
Other accrued liabilities (including income
  taxes)                                              2,197          2,121
Debt:
  Textron Parent Company Borrowing Group              1,464          1,774
  Finance subsidiaries                                8,422          8,437
                                                      9,886         10,211
  Total liabilities                                  13,672         13,935

Textron-obligated mandatorily redeemable preferred
  securities of subsidiary trust holding solely
  subordinated debt securities of Textron               484              -
Shareholders' equity
Capital stock:
  Preferred stock                                        15             15
  Common stock*                                          12             12
Capital surplus                                         769            750
Retained earnings                                     2,862          2,864
Other                                                    32            129
                                                      3,690          3,770
  Less cost of treasury shares                          463            358
  Total shareholders' equity                          3,227          3,412
  Total liabilities and shareholders' equity     $   17,383    $    17,347

*Common shares outstanding                       84,012,000     84,935,000
See notes to consolidated financial statements.
</TABLE>
<TABLE>
                                                                   <page 4>
Item 1.   FINANCIAL STATEMENTS (Continued)
                               TEXTRON INC.
             Consolidated Statement of Cash Flows (unaudited)
                               (In millions)
                                                       Three Months Ended
                                                    March 30,      April 1,
                                                       1996          1995
<S>                                                 <C>            <C>
Cash flows from operating activities:                             
Income from continuing operations                    $  109         $   95
Adjustments to reconcile income from continuing               
  operations to net cash provided by operating 
  activities:                                      
    Depreciation and amortization                        92             82
    Provision for losses on receivables                  54             42
    Changes in assets and liabilities excluding
     those related to acquisitions and divestitures:
          Increase in commercial and U.S. Government
           receivables                                  (31)           (23)
        Increase in inventories                         (82)           (56)
        Increase in other assets                        (27)            (5)
        Increase (decrease) in accounts payable         (18)            32
        Decrease in accrued liabilities                  (1)          (132)
    Other - net                                           2             10

      Cash provided by operating activities of
        continuing operations                            98             45
      Cash provided by operating activities of
        discontinued operation                          189            143
      Net cash provided by operating activities         287            188

Cash flows from investing activities:                             
Purchases of investments                                (34)           (45)
Proceeds from disposition of investments                 12             10
Maturities and calls of investments                      10             10
Finance receivables:                                              
  Originated or purchased                            (1,461)        (1,486)
  Repaid or sold                                      1,432          1,264
Cash used in acquisitions                                (3)           (40)
Capital expenditures                                    (52)           (61)
Other investing activities - net                         (1)           (23)
     Cash used by investing activities of
      continuing operations                             (97)          (371)
     Cash used by investing activities of
      discontinued operation                           (189)          (183)
     Net cash used by investing activities             (286)          (554)

Cash flows from financing activities:                             
Increase (decrease) in short-term debt                  130            (91)
Proceeds from issuance of long-term debt                456          1,018
Principal payments on long-term debt                   (955)          (535)
Issuance of Textron-obligated mandatorily               
    redeemable preferred securities of
    subsidiary trust holding solely subordinated
    debt securities of Textron                          484              -
Proceeds from exercise of stock options                  18              7
Purchases of Textron common stock                      (110)           (37)
Dividends paid                                          (37)           (33)
    Cash provided (used) by financing activities of
     continuing operations                              (14)           329
    Cash provided (used) by financing activities of
     discontinued operation                             (15)            40
    Net cash provided (used) by financing activities    (29)           369

Net increase (decrease) in cash                         (28)             3
Elimination of cash flow of discontinued operation       15              -
Cash at beginning of period                              84             49
Cash at end of period                                $   71         $   52

See notes to consolidated financial statements.

</TABLE>

Item 1. FINANCIAL STATEMENTS (Continued)                           <page 5>

                          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
          Annual  Report on Form 10-K for the year ended December
          30, 1995 and Current Report on Form 8-K dated April 29,
          1996.  The financial statements reflect all adjustments
          (consisting   only  of  normal  recurring  adjustments,
          except for recording the estimated loss on disposal  of
          Paul Revere -- see Note 2) which are, in the opinion of
          management,  necessary  for  a  fair  presentation   of
          Textron's consolidated financial position at March  30,
          1996,  and  its consolidated results of operations  and
          cash  flows  for  each  of the respective  three  month
          periods  ended March 30, 1996 and April 1,  1995.   The
          results of operations for the three months ended  March
          30,  1996 are not necessarily indicative of results for
          the full year.

Note 2:   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 $26 per share.   Textron has restated
          its  financial statements as presented herein to  treat
          Paul Revere as a discontinued operation.

          For its Paul Revere
          shares, Textron will receive $20 per share in cash  (an
          aggregate  of  $750  million)  and  $6  per  share   in
          Provident  common  stock, for a total of  approximately
          $975  million.   (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.
          Based on the $34 closing price of Provident's stock  on
          May  8,  1996,  Textron  would  own  approximately  6.6
          million of Provident shares had the closing occurred on
          that date.)  This transaction has been approved by  the
          Boards  of  Directors  of Paul Revere,  Provident,  and
          Textron and is subject to regulatory approvals and  the
          consent of Provident and Paul Revere shareholders.   It
          is expected to close in the third quarter of 1996.  The
          loss on sale will be approximately $90 million, net  of
          Textron's  share of Paul Revere's estimated net  income
          for  the period April 1996 through the expected closing
          date (approximately $40 million).  Textron has recorded
          this net loss in its financial statements at March  30,
          1996 and for the three months then ended.

          The operating results of Paul Revere are presented below:

                                         Three months ended
          (In millions)
                                         March 30, 1996    April 1, 1995
          Revenues                          $    383         $    358
          Costs and expenses                     352              330
          Income before income taxes              31               28
          Income taxes                           (12)             (11)
          Net income                              19               17
          Minority interest in net income         (3)              (3)
          Textron's equity in net income    $     16         $     14

Item.  FINANCIAL STATEMENTS (Continued)                           <page 6>
<TABLE>
          Presented below is a summary of Paul Revere's financial position 
          at March 30, 1996:
          (In millions)
         <S>                                          <C>
          Assets:                                                
            Investments                                 $5,187
            Insurance policy acquisition costs             986
            Other                                          863
            Total assets                                $7,036
                                                                 
          Liabilities:                                           
            Insurance reserves                          $5,190
            Other accrued liabilities                      541
            Total liabilities                            5,731

          Textron equity:                                        
            Currency translation adjustment                (12)
            Securities valuation adjustment                 51
            Capital and retained earnings                1,048
            Total Textron equity                         1,087
            Minority interest                              218
            Total liabilities and equity                $7,036
</TABLE>

Note 3:   Finance receivables - net
<TABLE>
                                        March 30,       December 30,
                                           1996            1995
                                               (In millions)
         <S>                                <C>         <C>
          Finance receivables                $9,927      $9,894
          Less allowance for credit losses      274         270
          Less finance-related insurance
            reserves and claims                 259         262
                                             $9,394      $9,362
</TABLE>
Note 4:   Inventories
<TABLE>
                                         March 30,      December 30,
                                            1996           1995
                                                (In millions)
         <S>                                <C>          <C>
          Finished goods                     $392         $ 352
          Work in process                     938           911
          Raw materials                       234           217
                                            1,564         1,480
          Less progress payments and
          customer deposits                   196           196
                                           $1,368        $1,284
</TABLE>
Note 5:   Textron-obligated mandatorily redeemable preferred
          securities of subsidiary trust holding solely
          subordinated debt securities of Textron

          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

Item 1.   FINANCIAL STATEMENTS (Continued)                       <page 7>

          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
          proceeds from the issuance of the
          debentures  were used by Textron for the  repayment  of
          long-term borrowings and, ultimately, will be used  for
          general  corporate purposes.  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 6:   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 7:   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.

                                                                   <page 8>

Item 1.   FINANCIAL STATEMENTS (Continued)
<TABLE>
Note 7:   Condensed financial information by borrowing group (continued)
TEXTRON PARENT COMPANY BORROWING GROUP
(unaudited) (In millions)
                                                       Three Months Ended
                                                    March 30,      April 1,
<S>                                                  <C>         <C>
Statement of Income                                    1996          1995
Revenues                                              $1,700      $1,554
Costs and expenses                                               
Cost of sales                                          1,393       1,278
Selling and administrative                               177         157
Interest                                                  38          50
  Total costs and expenses                             1,608       1,485
                                                          92          69
Pretax income of finance subsidiaries                     92          88
Income from continuing operations before 
income taxes and distributions on preferred
securities of subsidiary trust                           184         157
Income taxes                                             (72)        (62)
Distributions on preferred securities of 
subsidiary trust, net of income taxes                     (3)          -
Income from continuing operations                        109          95
Discontinued operation, net of income taxes:                      
    Income from operations                                16          14
    Estimated loss on disposal                           (90)          -
                                                         (74)         14
Net income                                            $   35       $ 109
</TABLE>
<TABLE>
                                                    March 30,    December 30,
Balance Sheet                                          1996          1995
<S>                                                  <C>          <C>
Assets                                                           
Cash                                                  $  51        $  56
Receivables - net                                       809          777
Inventories                                           1,368        1,284
Investments in finance subsidiaries                   1,499        1,475
Property, plant and equipment - net                   1,294        1,297
Goodwill, less accumulated amortization 
of $244 and $233                                      1,338        1,344
Investment in discontinued operation, less              
estimated net loss on disposal in 1996                  997        1,161
Other (including net prepaid income taxes)            1,221        1,177
  Total assets                                       $8,577       $8,571
Liabilities and shareholders' equity                             
Accounts payable and accrued liabilities 
(including income taxes)                             $3,402       $3,385
Debt                                                  1,464        1,774
Textron-obligated mandatorily redeemable 
preferred securities of subsidiary trust holding
solely subordinated debt securities of Textron          484            -
Shareholders' equity                                  3,227        3,412
  Total liabilities and shareholders' equity         $8,577       $8,571
</TABLE>

Item 1.  FINANCIAL STATEMENTS (Continued)                       <page 9>
<TABLE>
Note 7:  Condensed financial information by borrowing group (continued)

TEXTRON PARENT COMPANY BORROWING GROUP (continued)
(unaudited) (In millions)

                                                    Three Months Ended
                                                    March 31,     April 1,
Statement of Cash Flows                               1996         1995
<s                                                   <C>          <C>
Cash flows from operating activities:
Income from continuing operations                     $109         $  95
Adjustments to reconcile income from 
continuing operations to net cash provided
by operating activities:
    Undistributed earnings of finance 
     subsidiaries                                      (26)          (24)
    Depreciation and amortization                       60            54
    Other - net                                       (153)          (94)
Net cash provided (used) by operating activities       (10)           31
Net cash used by investing activities                  (43)          (93)
Net cash provided by financing activities               48            74
Net increase (decrease) in cash                         (5)           12
Cash at beginning of period                             56            20
Cash at end of period                                $  51         $  32
                              
</TABLE>

Item 1  FINANCIAL STATEMENTS (Continued)                           <page 10>
Note  7:    Condensed financial information by borrowing group (continued)
<TABLE>
FINANCE SUBSIDIARIES
(unaudited) (In millions)

                                             Three Months Ended
                                          March 31,     March 31,
<S>                                        <C>           <C>
Statement of Income                          1996          1995
Revenues                                    $ 514         $  475
Costs and expenses                                      
Selling and administrative                    154            145
Interest                                      145            152
Provision for losses on collection of                   
finance receivables, less recoveries           53             39
Other                                          70             51
   Total costs and expenses                   422            387
Income before income taxes                     92             88
Income taxes                                  (36)           (35)
Net income                                 $   56        $    53

                                          March 31,      December 31,
Balance Sheet                                1996          1995
Assets                                                  
Cash                                       $    20       $    28
Investments                                    779           771
Finance receivables - net                    9,397         9,370
Other                                          716           657
    Total assets                           $10,912       $10,826
Liabilities and equity                                  
Accounts payable and accrued liabilities                
(including income taxes)                   $ 1,008       $   914
Debt                                         8,422         8,437
Equity                                       1,482         1,475
         Total liabilities and equity      $10,912       $10,826
</TABLE>

                                                                <page 11>
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)

                                         Three Months Ended
                                     March 30,        April 1,
                                        1996            1995
<S>                                   <C>             <C>
REVENUES                                             
MANUFACTURING:                                       
  Aircraft                             $ 626           $ 542
  Automotive                             415             424
  Industrial                             439             349
  Systems and Components                 220             239
                                       1,700           1,554
                                                     
FINANCE                                  514             475
                                                     
Total revenues                        $2,214          $2,029
INCOME                                               
MANUFACTURING:                                       
  Aircraft                             $  53           $  41
  Automotive                              38              37
  Industrial                              49              43
  Systems and Components                  18              19
                                         158             140
                                                     
FINANCE                                   92              88
                                                     
Segment operating income                 250             228
Corporate expenses and other - net       (28)            (21)
Interest expense - net                   (38)            (50)
Income from continuing operations                      
before income taxes and
distributions on preferred
securities of subsidiary trust         $ 184           $ 157

</TABLE>

                                                                 <page 12>
Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS (Continued)

Financial Condition

Textron  Parent Company Borrowing Group: During the three  months
ended  March  30,  1996,  the Textron  Parent  Company  Borrowing
Group's operating activities used cash of $10 million versus  $31
million  of  cash  provided by operating  activities  during  the
corresponding period of 1995.   Cash flows for 1996 were affected
by (a) an inventory buildup at Cessna related to the new Citation
X  aircraft  and (b) higher Automotive receivables.  The  Group's
debt  decreased  by $310 million as a result of the  issuance  of
preferred  securities ($500 million -- see below) which  exceeded
cash  used for purchases of 1.4 million shares of Textron  common
stock  under its stock repurchase program ($110 million), capital
expenditures  ($47  million),  and  payments  of  dividends  ($37
million).

During  the three months ended April 1, 1995, the Textron  Parent
Company  Borrowing Group's operating activities provided cash  of
$31 million versus $34 million during the corresponding period of
1994.   Such  cash  flows  approximated  last  year's  level   as
increased income was offset by increased tax payments in 1995.

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  and,
ultimately, will be used for general corporate purposes.

The  Textron  Parent Company Borrowing Group's credit  facilities
not  used or reserved as support for outstanding commercial paper
or  bank borrowings at March 30, 1996 were $786 million.  Textron
had  $511  million available at March 30, 1996  under  its  shelf
registration  statements filed with the Securities  and  Exchange
Commission.

Of  the  Textron  Parent Company Borrowing Group's  $620  million
interest  rate  exchange agreements outstanding at  December  30,
1995, $140 million expired through April 1996.

Effective February 1, 1996, Textron acquired Xact Products, Inc.,
a  precision-formed metal parts manufacturer based  in  Michigan,
for  an aggregate cost of approximately $11 million and on  April
1,  1996,  it acquired Valois Industries (which has been re-named
as  Textron  Industries,  S.A.), a  Paris-based  manufacturer  of
engineered   fastening  systems,  for  an   aggregate   cost   of
approximately $245 million.

                                                               <page 13>
Item 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
           CONDITION AND RESULTS OF OPERATIONS (Continued)

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
$30  million  and  $29  million to  the  Textron  Parent  Company
Borrowing  Group during the three month periods ended  March  30,
1996 and April 1, 1995,  respectively.

During  the  first quarter of 1996, the finance subsidiaries  had
$129 million of interest rate exchange agreements go into effect.
The   agreements, which have a weighted average original term  of
one  year  and expire through 1998, had the effect of fixing  the
rate  of  interest  at  approximately 7.5%  on  $129  million  of
variable rate borrowings at March 31, 1996.

Results  of  Operations - Three months ended March 30,  1996  vs.
Three months ended April 1, 1995

Textron  reported  first  quarter 1996 earnings  per  share  from
continuing  operations  of $1.26 per  share,  up  16%  from  1995
earnings  per share from continuing operations of $1.09.   Income
from  continuing operations in 1996 of $109 million was  up  from
1995  income from continuing operations of $95 million.  Revenues
increased 9% to $2.2 billion in 1996 from $2.0 billion in 1995.

On  April  29,  1996,  Textron announced  that  The  Paul  Revere
Corporation,  an  83.3% owned subsidiary,  has  entered  into  an
agreement  with Provident Companies, Inc. whereby Provident  will
acquire  all  of  the outstanding shares of Paul Revere's  common
stock  for  $26 per share.  Textron's loss on sale  of  its  Paul
Revere shares will be approximately $90 million, net of Textron's
share  of Paul Revere's estimated net income for the period April
1996 through the expected closing date. Textron has recorded this
net  loss in its financial statements at March 30, 1996  and  for
the  three  months  then  ended and has  restated  its  financial
statements  as  presented  herein  to  treat  Paul  Revere  as  a
discontinued operation.  See Note 2 to the consolidated financial
statements for additional information.

Including  Paul  Revere's  net  income  in  both  years  and  the
estimated  loss on the disposal of Paul Revere in 1996, Textron's
first  quarter 1996 earnings per share was $0.40 as  compared  to
1995  earnings  per share of $1.25.  Net income was  $35  million
versus $109 million in 1995.

The  Aircraft segment's revenues increased $84 million  (15%)  as
both  Bell  Helicopter  and Cessna Aircraft  posted  double-digit
increases.   Income increased $12 million (29%), due  principally
to higher results at Bell Helicopter.  Bell Helicopter's revenues
increased   primarily  as  a  result  of  higher   domestic   and
international helicopter sales, including increased deliveries on
the  Canadian  Forces  contract  ($35  million).   Bell's  income
increased  due to the higher revenues, lower product  development
expenses related to new helicopter models, and additional  income
on the V-22 program.  Cessna's revenues increased primarily as  a
result of the higher sales of business jets and 

                                                           <page 14>

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 
         CONDITION AND RESULTS OF OPERATIONS (Continued)

utility turboprop
aircraft ($25 million).  Its income from the higher revenues  was
largely  offset  by higher product development  and  selling  and
administrative  expenses due to the introduction and  support  of
new products.

The  Automotive  segment's  revenues decreased  $9  million  (2%)
primarily  as a result of overall lower North American automotive
production and the impact of a strike at certain General  Motors'
plants,  partially offset by the benefit of increased  production
on  the  Chrysler  minivan  as well as  a  ramp-up  in  sales  at
Textron's  Saltillo, Mexico facility.  Notwithstanding the  lower
revenues,  income  increased  $1 million  (3%)  as  a  result  of
improved operating performance.

The  Industrial  segment's  revenues  and  income  increased  $90
million   (26%)  and  $6  million  (14%),  respectively.    These
increases  were due principally to higher sales in the  fastening
systems  business ($77 million), reflecting the  acquisitions  in
late  1995  of  Elco  Industries and Friedr.  Boesner  GmbH.   In
addition, income increased at E-Z-Go as a result of higher  sales
of golf cars and better operating performance, while revenues and
income  decreased  at  Speidel, due to lower  retail  demand  for
certain products.

The   Systems  and  Components  segment's  revenues  and   income
decreased  $19  million (8%) and $1 million  (5%),  respectively.
The  decreases  were  due  principally to  reduced  shipments  on
certain commercial aerospace and U.S. Government contracts.

The  Finance segment's revenues increased $39 million (8%), while
income  increased $4 million (5%).  AFS' revenues  increased  $35
million,  primarily  as  a result of an  increase  in  yields  on
finance receivables (18.56% in the first quarter 1996 vs.  17.72%
in  the  first quarter 1995) and an increase in earned  insurance
premiums  in  the independent insurance operations.   Its  income
increased $3 million due to those factors and a decrease  in  the
average  cost of borrowed funds (7.01% in the first quarter  1996
vs.  7.38% in the first quarter 1995).  This favorable impact was
partially offset by an increase in the ratio of net credit losses
to  average finance receivables (2.61% in the first quarter  1996
vs. 1.81% in the first quarter 1995) and an increase in the ratio
of  insurance  losses to earned insurance premiums in  both  AFS'
finance-related and its independent insurance operations.   TFC's
income  increased  $1 million, due to a higher level  of  finance
receivables ($2.973 billion in the first quarter 1996 vs.  $2.791
billion  in the first quarter 1995) and higher other income,  due
principally  to increases in arrangement fee income and  residual
and  prepayment  gains.  These factors were partially  offset  by
higher loan loss provisions, due to reserve strengthening.

Discontinued  operation -- Paul Revere's revenues  increased  $25
million (7%) due to increased premiums and fees in the individual
disability  and group insurance lines of business  ($27  million)
and  a  gain on the sale of its Canadian life insurance  business
($2  million), partially offset by lower net realized  investment
gains  ($4  million in 1996 vs. $6 million in 1995).  Its  income
increased  $4  million  (14%),  due  principally  to  the  higher
revenues and an improved individual disability insurance  benefit
ratio.  That ratio improved in the first quarter of 1996 to 84.0%
from  the 89.4% in the first quarter of 1995, but increased  from
81.5%  in  the fourth quarter of 1995 as a result of lower  claim
termination  rates  on policies in previously identified  problem
areas,  specifically those 
                                                            <page 15>
Item 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS (Continued)

issued to physicians,  during  1985  -
1989,  and in Florida and California.  Paul Revere continued  its
efforts  to  improve  operating  results  through  new  products,
pricing  and underwriting adjustments, and continued emphasis  on
claims management.

Corporate  expenses  and other - net increased  $7  million,  due
principally  to  the reclassification of certain nondebt  related
expenses from the interest expense line ($6 million) and a pretax
charge  related  to  the early redemption of debt  ($2  million).
Interest  expense - net for the Textron Parent Company  Borrowing
Group  decreased $12 million due to the reclassification, a lower
average cost of borrowing, and lower average debt, due in part to
the  payment  of  debt  from the proceeds from  the  issuance  of
preferred securities on February 9, 1996.
    
                                                             <page 16>
                                
                  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

              During  the  quarter ended March 30, 1996,  Textron
              filed the following reports on Form 8-K:
         
             (i)   Current  Report on Form 8-K dated January  25,
             1996,  reporting Textron's consolidated results  for
             the  fourth  quarter and fiscal year ended  December
             30,  1995,  under Item 5 (Other Events) and  Item  7
             (Exhibits).
         
             (ii)  Current Report on Form 8-K dated  February  6,
             1996,  describing  an Underwriting  Agreement  under
             Section  5 (Other Events) and filing a copy of  such
             Underwriting Agreement under Item 7 (Exhibits).
         
         

                                                              <page 17>

                           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:   May 10, 1996                   s/R. L. Yates
                                       R. L. Yates
                                       Vice President and Controller
                                       (principal accounting officer)
                            

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


                                                          Three
                                                         Months
                                                          Ended
                                                        March 30,
                                                          1996
Fixed charges:                                         
  Interest expense                                        $ 38
  Distributions on preferred securities of subsidiary
  trust, net of income taxes                                 3
  Estimated interest portion of rents                        4
                                                       
    Total fixed charges                                   $ 45
                                                       
                                                       

Income:                                                
  Income before income taxes and distributions on        
     preferred securities of subsidiary trust             $184
  Eliminate equity in undistributed pretax income of
     finance subsidiaries                                  (62)
  Fixed charges                                             45
                                                       
    Adjusted income                                       $167
                                                       
                                                       

Ratio of income to fixed charges                          3.71
                                                       






                                                     EXHIBIT 12.2
                                                                 
     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)
                                


                                                          Three
                                                         Months
                                                          Ended
                                                        March 30,
                                                          1996
Fixed charges:                                         
  Interest expense                                        $183
  Distributions on preferred securities of subsidiary
    trust, net of income taxes                               3
  Estimated interest portion of rents                        9
                                                       
    Total fixed charges                                   $195
                                                       
                                                       

Income:                                                
  Income before income taxes and distributions on        
   preferred securities of subsidiary trust               $184
  Fixed charges                                            195
                                                       
    Adjusted income                                       $379
                                                       
                                                       

Ratio of income to fixed charges                          1.94
                                                       




<TABLE> <S> <C>

<ARTICLE>  5
<LEGEND>
This schedule contains summary financial information extracted
from Textron Inc.'s Consolidated Balance Sheet as of March 30,
1996 and Consolidated Statement of Income for the three months
ended  March  30,  1996 and is qualified in  its  entirety  by
reference to such financial statements.
</LEGEND>                       
                                
                                
                                
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>               DEC-28-1996
<PERIOD-END>                    MAR-30-1996
<CASH>                          71
<SECURITIES>                    0
<RECEIVABLES>                   10,736
<ALLOWANCES>                    274
<INVENTORY>                     1,368
<CURRENT-ASSETS>                0
<PP&E>                          2,999
<DEPRECIATION>                  1,630
<TOTAL-ASSETS>                  17,383
<CURRENT-LIABILITIES>           0
<BONDS>                         9,886
<COMMON>                        12
           0
                     15
<OTHER-SE>                      3,200
<TOTAL-LIABILITY-AND-EQUITY>    17,383
<SALES>                         1,700
<TOTAL-REVENUES>                2,214
<CGS>                           1,393
<TOTAL-COSTS>                   1,463
<OTHER-EXPENSES>                0
<LOSS-PROVISION>                53
<INTEREST-EXPENSE>              183
<INCOME-PRETAX>                 184
<INCOME-TAX>                    72
<INCOME-CONTINUING>             109
<DISCONTINUED>                  (74)
<EXTRAORDINARY>                 0
<CHANGES>                       0
<NET-INCOME>                    35
<EPS-PRIMARY>                   .40
<EPS-DILUTED>                   .40
                                



</TABLE>


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