TEXTRON INC
10-Q, 1997-11-07
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 27, 1997
    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 25, 1997 - 164,322,000 shares

                                        
                         PART I.  FINANCIAL INFORMATION
Item 1.   FINANCIAL STATEMENTS
<TABLE>
                                  TEXTRON INC.
             Condensed Consolidated Statement of Income (unaudited)
                 (Dollars in millions except per share amounts)
<CAPTION>
                                                            Three Months Ended                Nine Months Ended
                                                       September 27,   September 28,    September 27,   September 28,
                                                            1997            1996             1997            1996
<S>                                                     <C>             <C>              <C>             <C>
Revenues
Manufacturing sales                                     $ 1,950         $1,722           $6,088          $5,289
Finance revenues                                            558            526            1,638           1,557
    Total revenues                                        2,508          2,248            7,726           6,846
Costs and expenses                                                                                      
Cost of sales                                             1,589          1,395            4,975           4,308
Selling and administrative                                  372            335            1,114           1,008
Interest                                                    183            183              546             549
Provision for losses on collection of finance                                                           
  receivables                                                63             59              190             166
Other                                                        71             69              208             208
    Total costs and expenses                              2,278          2,041            7,033           6,239
Income from continuing operations before                                                                
  income taxes and distributions on                                                                     
  preferred securities of subsidiary trust                  230            207              693             607
Income taxes                                               (86)           (81)            (266)           (237)
Distributions on preferred securities of                                                                
  subsidiary trust, net of income taxes                     (6)            (6)             (19)            (16)
Income from continuing operations                           138            120              408             354
Discontinued operation, net of income                                                                   
  taxes                                                       -          (155)                -           (229)
Net income                                              $   138         $ (35)           $  408          $  125
Per common share*:                                                                                      
  Income from continuing operations                      $   .81         $  .70          $  2.39          $ 2.05
  Discontinued operation                                      -            (.90)              -            (1.33)
  Net income                                             $   .81         $ (.20)         $  2.39          $  .72
Average shares outstanding*                            170,412,000     171,580,000      170,419,000     172,592,000
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*                                          $   .25         $  .22          $   .75          $  .66

*Reflects  the  effect of the two-for-one stock split in the  form  of  a  stock
 dividend paid May 30, 1997 to shareholders of record on May 9, 1997.
</TABLE>
See notes to condensed  consolidated financial statements.
Item 1.   FINANCIAL STATEMENTS (Continued)
<TABLE>
                                  TEXTRON INC.
                Condensed Consolidated Balance Sheet (unaudited)
                              (Dollars in millions)
<CAPTION>
                                                          September 27,      December 28,
                                                             1997              1996
<S>                                                    <C>                 <C>
Assets
Cash                                                     $    89           $     47
Investments                                                  845                820
Receivables - net:                                                         
  Finance                                                  9,877              9,856
  Commercial and U.S. government                           1,015                882
                                                          10,892             10,738
Inventories                                                1,435              1,192
Investment in discontinued operation                           -                770
Property, plant, and equipment, less accumulated                           
  depreciation of $1,803 and $1,664                        1,713              1,539
Goodwill, less accumulated amortization of $442 and                        
  $404                                                     1,773              1,609
Other (including net prepaid income taxes)                 1,770              1,520
Total assets                                             $18,517           $ 18,235
Liabilities and shareholders' equity                                       
Liabilities                                                                
Accounts payable                                         $   866           $    850
Accrued postretirement benefits other than pensions          806                817
Other accrued liabilities (including income taxes)         2,764              2,556
Debt:                                                                      
  Parent Group                                             1,317              1,507
  Finance Group                                            8,992              8,839
                                                          10,309             10,346
  Total liabilities                                       14,745             14,569
Textron - obligated mandatorily redeemable                                 
  preferred securities of subsidiary trust holding                         
  solely Textron junior subordinated debt securities         483                483
Shareholders' equity                                                       
Capital stock:                                                             
  Preferred stock                                             13                 14
  Common stock*                                               24                 12
Capital surplus                                              825                793
Retained earnings                                          3,253              2,969
Other                                                       (56)                  7
                                                           4,059              3,795
  Less cost of treasury shares                               770                612
  Total shareholders' equity                               3,289              3,183
  Total liabilities and shareholders' equity             $18,517           $ 18,235
*Common shares outstanding                             164,852,000**       82,809,000
** Reflects the effect of the two-for-one stock split in the form of a stock
  dividend paid May 30, 1997 to shareholders of record on May 9, 1997.
</TABLE>
See notes to condensed consolidated financial statements.
Item 1.   FINANCIAL STATEMENTS (Continued)
<TABLE>
                                  TEXTRON INC.
           Condensed Consolidated Statement of Cash Flows (Unaudited)
                                  (In millions)
<CAPTION>
                                                                Nine Months Ended
                                                        September 27,       September 28,
                                                             1997                1996
<S>                                                      <C>                 <C>
Cash flows from operating activities:
Income from continuing operations                        $  408              $  354
Adjustments  to  reconcile  income  from   continuing                      
operations to net cash provided by operating activities:
    Depreciation and amortization                           316                 286
    Provision for losses on receivables                     192                 168
    Changes in assets and liabilities excluding those                      
      related to acquisitions and divestitures:
        Increase in commercial and U.S. government                         
          receivables                                      (60)                 (8)
        Increase in inventories                           (187)               (150)
        Increase in other assets                          (150)               (105)
        Decrease in accounts payable                       (18)                (16)
        Increase in accrued liabilities                      13                 176
    Other - net                                            (58)                (83)
    Net cash provided by operating activities               456                 622
Cash flows from investing activities:                                      
Purchases of investments                                  (178)               (204)
Proceeds from disposition of investments                    336                 143
Maturities and calls of investments                          56                  41
Finance receivables:                                                       
  Originated or purchased                                (5,674)             (4,874)
  Repaid or sold                                          5,093               4,657
  Proceeds from sale of securitized assets                  373                   -
Cash used in acquisitions                                 (398)               (172)
Cash received from disposition of business                  571                 180
Capital expenditures                                      (254)               (215)
Other investing activities - net                             31                (25)
    Net cash used by investing activities                  (44)               (469)
Cash flows from financing activities:                                      
Increase in short-term debt                                 120                 230
Proceeds from issuance of long-term debt                  1,604               1,222
Principal payments on long-term debt                     (1,872)             (1,648)
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                      32                  29
Purchases of Textron common stock                         (130)               (239)
Purchases of Textron common stock from Paul Revere            -                (34)
Dividends paid                                            (124)               (111)
    Net cash used by financing activities                 (370)                (68)
Net increase in cash                                         42                  85
Cash at beginning of period                                  47                  84
Cash at end of period                                    $   89              $  169
</TABLE>

See notes to condensed consolidated financial statements.
                                  TEXTRON INC.
        Notes to Condensed 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 28, 1996.   The  financial  statements
          reflect   all   adjustments  (consisting  only  of  normal   recurring
          adjustments) which are, in the opinion of management, necessary for  a
          fair  presentation  of  Textron's consolidated financial  position  at
          September  27,  1997, and its consolidated results of  operations  for
          each   of   the   respective  three  and  nine  month  periods   ended
          September 27, 1997 and September 28, 1996 and consolidated cash  flows
          for  each  of  the  nine month periods ended September  27,  1997  and
          September  28,  1996.  The results of operations for the  nine  months
          ended September 27, 1997 are not necessarily indicative of results for
          the full year.  Textron completed the sale of Paul Revere to Provident
          Companies,  Inc. on March 27, 1997.  See Management's  Discussion  and
          Analysis for additional information.

Note 2:   Stock split in the form of a stock dividend

          At  Textron's Annual Meeting on April 23, 1997, Textron's shareholders
          approved  an  increase in the authorized number of common shares  from
          250  million  to  500 million in connection with a  two-for-one  stock
          split  of Textron common stock to be effected in the form of  a  stock
          dividend.   The  new  shares  were distributed  on  May  30,  1997  to
          shareholders  of  record  on the close of business  on  May  9,  1997.
          Average shares outstanding and per share amounts have been restated to
          reflect the stock split for all periods presented.

Note 3:   Earnings per Share

          In  February  1997,  the Financial Accounting Standards  Board  issued
          Statement  No. 128, "Earnings per Share," (FAS 128) which is effective
          for  financial  statements for both interim and annual periods  ending
          after  December  15, 1997.  FAS 128 will require the  presentation  of
          "Basic"  and  "Diluted"  EPS.   The Basic  EPS  calculation  does  not
          consider the potential effects of potentially dilutive securities  and
          on  a pro forma basis, is approximately $.03 and $.08 per share higher
          than   Diluted  EPS  for  the  three  and  nine  month  periods  ended
          September  27, 1997, respectively.  On a pro forma basis, Diluted  EPS
          calculated  in  accordance with FAS 128 does not differ  significantly
          from  EPS  as currently reported for the three and nine month  periods
          ended September 27, 1997.
Note 4:   Inventories
<TABLE>
<CAPTION>
                                            September 27,     December 28,
                                                 1997             1996
                                                     (In millions)
          <S>                                    <C>             <C>
          Finished goods                         $ 434           $  364
          Work in process                          800              769
          Raw materials                            350              259
                                                 1,584            1,392
          Less progress payments and customer                 
            deposits                               149              200
                                                 $1,435          $1,192
</TABLE>

Note 5:   Textron-obligated  mandatorily  redeemable  preferred  securities   of
          subsidiary  trust  holding  solely Textron  junior  subordinated  debt
          securities

          In  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 6:   Contingencies

          Lawsuits  and  other  proceedings are pending  or  threatened  against
          Textron  and  its  subsidiaries.  Some allege  violations  of  federal
          government procurement regulations, involve environmental matters,  or
          are or purport to be class actions.  Some seek compensatory, treble or
          punitive   damages  in  substantial  amounts;  fines,   penalties   or
          restitution;   or   remediation  of  contamination.    Under   federal
          government procurement regulations, some 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 these suits and proceedings
          will  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  (Parent  Group) and Textron's  finance  subsidiaries
          (Finance Group).  The Parent Group consists of all entities of Textron
          (primarily   manufacturing)  other  than  its   wholly-owned   finance
          subsidiaries.  The  Finance Group consists of Avco Financial  Services
          (AFS)  and  Textron Financial Corporation (TFC). Summarized  financial
          information for the Parent Group includes the Finance Group on a  one-
          line basis under the equity method of accounting.
Item 1.   FINANCIAL STATEMENTS (Continued)
Note 7:   Financial information by borrowing group (continued)
<TABLE>
PARENT GROUP
(unaudited) (In millions)
<CAPTION>
                                                            Three Months Ended                Nine Months Ended
                                                       September 27,   September 28,    September 27,   September 28,
Condensed Statement of Income                               1997            1996             1997            1996
<S>                                                     <C>             <C>              <C>             <C>
Sales                                                   $1,950          $1,722           $6,088          $5,289
Costs and expenses                                                                                      
Cost of sales                                            1,589           1,395            4,975           4,308
Selling and administrative                                 203             182              620             548
Interest                                                    32              36              101             111
  Total costs and expenses                               1,824           1,613            5,696           4,967
                                                           126             109              392             322
Pretax income on Finance Group                             104              98              301             285
Income from continuing operations                                                                       
  before income taxes and                                                                               
  distributions on preferred securities                                                                 
  of subsidiary trust                                      230             207              693             607
Income taxes                                              (86)            (81)            (266)           (237)
Distributions on preferred securities                                                                   
  of subsidiary trust, net of income                                                                    
  taxes                                                    (6)             (6)             (19)            (16)
Income from continuing operations                          138             120              408             354
Discontinued operations, net of income                                                                  
  taxes                                                      -           (155)                -           (229)
Net income                                              $  138          $ (35)           $  408          $  125
</TABLE>
<TABLE>
<CAPTION>

                                                        September 27,       December 28,
Condensed Balance Sheet                                      1997               1996
<S>                                                     <C>                <C>
Assets
Cash                                                    $   61             $   24
Receivables - net                                        1,015                882
Inventories                                              1,435              1,192
Investments in Finance Group                             1,617              1,600
Investment in discontinued operation                         -                770
Property, plant and equipment - net                      1,614              1,454
Goodwill                                                 1,616              1,466
Other assets (including net prepaid income taxes)        1,436              1,269
  Total assets                                          $8,794             $8,657
Liabilities and shareholders' equity                                      
Accounts payable and accrued liabilities (including                       
  income taxes)                                         $3,705             $3,484
Debt                                                     1,317              1,507
Textron - obligated mandatorily redeemable preferred                      
  securities of subsidiary trust holding solely                           
  Textron junior subordinated debt securities              483                483
Shareholders' equity                                     3,289              3,183
  Total liabilities and shareholders' equity            $8,794             $8,657
</TABLE>
Item 1.  FINANCIAL STATEMENTS (Continued)
Note 7:  Financial information by borrowing group (continued)
<TABLE>
PARENT GROUP
(unaudited) (In millions)
<CAPTION>
                                                                 Nine Months Ended
                                                        September 27,      September 28,
Condensed Statement of Cash Flows                            1997               1996
<S>                                                      <C>                <C>
Cash flows from operating activities:
Income from continuing operations                        $ 408              $ 354
Adjustments to reconcile income from continuing                           
  operations to net cash provided by operating
  activities:
     Undistributed earnings of Finance Group              (46)               (80)
     Depreciation and amortization                         215                188
     Changes in assets and liabilities excluding                          
      those related to acquisitions and
      divestitures:
        Increase in receivables                           (60)                (8)
        Increase in inventories                          (187)              (150)
        Increase in other assets                         (138)               (95)
        (Decrease) increase in accounts payable and                       
         accrued liabilities                               (1)                137
     Other - net                                             6                (5)
        Net cash provided by operating activities          197                341
Cash flows from investing activities:                                     
Capital expenditures                                     (222)              (197)
Cash used in acquisitions                                (355)              (172)
Cash received from disposition of businesses               571                180
Proceeds from disposition of investments                   251                  -
Other investing activities - net                            20               (24)
        Net cash provided (used) by investing                             
          activities                                       265              (213)
Cash flows from financing activities:                                     
Increase (decrease) in short-term debt                      11               (46)
Proceeds from issuance of long-term debt                 1,085                808
Principal payments on long-term debt                     (1,299)            (947)
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                     32                29
Purchases of Textron common stock                        (130)              (239)
Purchases of Textron common stock from Paul Revere           -               (34)
Dividends paid                                           (124)              (111)
        Net cash used by financing activities            (425)               (57)
Net increase in cash                                        37                 71
Cash at beginning of period                                 24                 56
Cash at end of period                                    $  61              $ 127
</TABLE>
Item 1.   FINANCIAL STATEMENTS (Continued)
Note 7:   Financial information by borrowing group (continued)
<TABLE>
FINANCE GROUP
(unaudited) (In millions)

<CAPTION>
                                                            Three Months Ended                Nine Months Ended
                                                       September 30,   September 30,    September 30,   September 30,
Condensed Statement of Income                               1997            1996             1997            1996
<S>                                                     <C>             <C>             <C>              <C>
Revenues                                                $  558          $  526          $1,638           $1,557
Costs and expenses                                                                                      
Selling and administrative                                 169             153             494              460
Interest                                                   151             147             445              438
Provision for losses on collection of                                                                   
  finance receivables                                       63              59             190              166
Other                                                       71              69             208              208
    Total costs and expenses                               454             428           1,337            1,272
Income before income taxes                                 104              98             301              285
Income taxes                                              (39)            (38)           (115)            (112)
Net income                                              $   65          $   60          $  186           $  173
</TABLE>

<TABLE>
<CAPTION>

                                                        September 30,       December 31,
Condensed Balance Sheet                                      1997               1996
<S>                                                     <C>                <C>
Assets
Cash                                                    $    28            $    23
Investments                                                 845                814
Finance receivables - net                                 9,880              9,860
Other                                                       825                712
    Total assets                                        $11,578            $11,409
Liabilities and equity                                                    
Accounts payable and accrued liabilities (including                       
  income taxes)                                         $   969            $   970
Debt                                                      8,992              8,839
Equity                                                    1,617              1,600
    Total liabilities and equity                        $11,578            $11,409
</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 27,   September 28,    September 27,   September 28,
                                                            1997            1996             1997            1996
<S>                                                      <C>            <C>              <C>             <C>
REVENUES
MANUFACTURING:                                                                                          
  Aircraft                                               $ 752           $ 638           $2,240          $1,941
  Automotive                                               464             355           1,544            1,199
  Industrial                                               584             554           1,864            1,635
  Systems and Components                                   150             175             440              514
                                                         1,950           1,722           6,088            5,289
FINANCE                                                    558             526           1,638            1,557
Total revenues                                           $2,508          $2,248          $7,726          $6,846
INCOME                                                                                                  
MANUFACTURING:                                                                                          
  Aircraft                                               $  84           $  69           $ 229           $  192
  Automotive                                                28              27             111              105
  Industrial                                                65              58             208              176
  Systems and Components                                    17              19              44               46
                                                           194             173             592              519
FINANCE                                                    104              98             301              285
Segment operating income                                   298             271             893              804
Corporate expenses and other - net                        (36)            (28)            (99)             (86)
Interest expense - net                                    (32)            (36)           (101)            (111)
Income from continuing operations                                                                       
  before income taxes and                                                                               
  distributions on preferred                                                                            
  securities of subsidiary trust                         $ 230           $ 207           $ 693           $  607

</TABLE>


Financial Condition

Parent  Group:   During  the nine months ended September 27,  1997,  the  Parent
Group's  operating activities provided cash of $197 million versus $341  million
during  the  corresponding period of 1996.  Operating cash flows for  1997  were
affected  by  income  from  continuing operations  offset  by  inventory  builds
associated  with  new  Aircraft products, higher receivable  balances,  and  the
timing of prepaid expenses and customer tooling costs.

The Group's debt decreased by $190 million. On March 27, 1997, Textron completed
the  sale  of  its  83.3%  owned  subsidiary, The Paul  Revere  Corporation,  to
Provident  Companies,  Inc.   Net  proceeds to  Textron  after  adjustments  and
contingent  payments were approximately $800 million (which included  shares  of
Provident common stock subsequently sold in May for $245 million). Cash provided
by  operating  activities and the proceeds from the sale  of  Paul  Revere  were
primarily  used  for  (a) acquisitions ($355 million), (b) capital  expenditures
($222  million), (c) purchases of Textron common stock ($130 million),  and  (d)
payments  of  dividends ($124 million).  Its ratio of debt to total capital  was
26% at September 27, 1997, down from 29% at December 28, 1996.

The  Parent  Group's  credit  facilities not used or  reserved  as  support  for
outstanding commercial paper or bank borrowings at September 27, 1997 were  $1.3
billion.   Textron had $511 million available at September 27,  1997  under  its
shelf registration statements filed with the Securities and Exchange Commission.

At  September  27,  1997,  approximately 37% and 28% of total  foreign  currency
borrowings of $482 million under Textron's multi-currency credit agreements were
denominated in Deutsche marks and French francs, respectively.

During  the nine months ended September 27, 1997, the Parent Group acquired  the
Germany-based  Kautex  Group, a worldwide supplier of blow-molded  plastic  fuel
tanks  and  other  automotive components and systems and Switzerland-based  Maag
Pump Systems AG and Italy-based Maag Italia S.p.A., manufacturers of gears, gear
pumps  and  gear  systems for an aggregate cost of approximately  $390  million.
Several  smaller acquisitions aggregating approximately $30 million also  closed
during the period.

Management believes that the Parent 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 Group-- will continue  to
be more than sufficient to meet its operating needs and to finance growth.

Finance Group:  The Finance Group paid dividends of $140 million and $93 million
to  the Parent Group during the nine month periods ended September 27, 1997  and
September 28, 1996, respectively.

During  the nine months ended September 30, 1997, Avco Financial Services  (AFS)
issued  $469 million of unsecured debt securities, including $155 million  under
its  shelf  registration  statements.  AFS had $947  million  and  $488  million
available  at September 30, 1997 for unsecured debt securities under  its  shelf
registration statements with the Securities and Exchange Commission and Canadian
provincial security exchanges, respectively.

During  the  nine months ended September 30, 1997, the Finance  Group  had  $390
million of interest rate exchange agreements expire and $519 million of interest
rate  exchange  agreements  go into effect.  The new agreements,  which  have  a
weighted  average original term of 2.5 years and expire through  2002,  had  the
effect  of fixing the rate of interest at approximately 6.7% on $519 million  of
variable rate borrowings at September 30, 1997.

Textron Financial Corporation (TFC) issued $50 million medium-term notes  during
the nine months ended September 30, 1997 under its $500 million medium-term note
facility  under  Rule 144A of the Securities Act of 1933, as amended.   TFC  had
$242 million available under this facility at September 30, 1997.

Results  of Operations - Three months ended September 27, 1997 vs. Three  months
ended September 28, 1996

Textron   reported  third  quarter  1997  earnings  per  share  from  continuing
operations of $0.81 per share, up 16% from third quarter 1996 earnings per share
from  continuing operations of $0.70. Income from continuing operations in  1997
of  $138  million  was  up  15% from the 1996 amount of $120  million.  Revenues
increased  12% to $2.5 billion in 1997 from $2.2 billion in 1996. Net income  in
1997  was $138 million versus a net loss of $35 million in 1996, which reflected
the impact of a $155 million loss from a discontinued operation.

The  Aircraft segment's revenues and income increased $114 million (18%) and $15
million (22%), respectively, due primarily to higher results at Cessna Aircraft.
Cessna's  revenues  increased  as a result of higher  sales  of  business  jets,
including  its recently introduced  Citation X and Citation Bravo.   Its  income
increased  from the higher revenues, partially offset by an increased  level  of
expenses  due to the introduction and support of new products. Bell Helicopter's
revenues  were  slightly  below last year and income  approximated  last  year's
level. Higher sales of U.S. Government aircraft and commercial spares aggregated
$29 million, while lower revenues on the V-22 program and lower foreign military
and commercial aircraft sales aggregated $37 million.

The  Automotive segment's revenues increased $109 million (31%), reflecting  the
first  quarter  1997 acquisition of Kautex. Income increased  $1  million  (4%),
reflecting  the  increased revenues, offset by the impact of new model  launches
and a restructuring effort which began in the second quarter of 1997.

The  Industrial segment's revenues and income increased $30 million (5%) and  $7
million  (12%), respectively. These increases were due principally to the  first
quarter  1997 acquisitions of Maag Pump Systems and Maag Italia S.p.A., and  the
third  quarter  1997 acquisition of Burkland Holding, Inc. In  addition,  higher
revenues and income in the fastening systems and contractor tool businesses were
partially offset by lower performance in the golf and turf-care business.

The  Systems and Components segment's revenues and income decreased $25  million
(14%)  and  $2  million (11%), respectively, reflecting the third  quarter  1996
divestiture  of  Textron Aerostructures and lower revenues in  marine  and  land
systems  products. These revenue and income  decreases were partially offset  by
an increase in demand for aerospace components and higher revenues on the sensor
fuzed weapon contract.

The  Finance  segment's  revenues  increased  $32  million  (6%),  while  income
increased $6 million (6%). AFS' revenues and income increased $23 million and $1
million,  respectively. Revenues in its finance and related  insurance  business
increased $19 million, due to an increase in investment and other income, and an
increase  in  average  finance  receivables  reflecting  the  benefit   of   the
acquisition of approximately $580 million of consumer and commercial receivables
in  late  1996 and the first half of 1997. The increase in investment and  other
income  was primarily attributable to an $8 million gain on the sale of  certain
underperforming branches. The benefit of these revenue increases were  partially
offset  by  lower  yields on finance receivables (reflecting both  decreases  in
yields  on  finance receivables and the impact of an increase in  lower-yielding
commercial  receivables), and a decrease in capital gains. Income  increased  $1
million  due to the benefit of the higher revenues and a decrease in the average
cost of borrowed funds, partially offset by higher operating expenses related to
international expansion and the start-up of centralized sales processing centers
in the U.S. and Canada.

In  AFS'  nonrelated  insurance business, revenues  increased  $4  million,  due
primarily  to higher premiums earned, partially offset by a decrease in  capital
gains.  Its income equaled last year's level, due to the higher revenues  and  a
decrease  in  underwriting expenses (primarily insurance losses) in relation  to
premiums earned, partially offset by a decrease in capital gains.

TFC's  revenues  increased  $9  million,  due  to  a  higher  level  of  average
receivables  and an increase in other income, due primarily to a gain  from  the
securitization  of  $401  million  of Textron-related  receivables.  Its  income
increased $5 million, due to the higher revenues and a lower provision for  loan
losses  related to the equipment portfolio, partially offset by an  increase  in
the  average  cost  of  borrowed  funds and growth  in  businesses  with  higher
operating expense ratios.

Corporate  expenses  and  other - net  increased $8  million,  due  to  expenses
related   to  organizational  changes  and  higher  support  costs  related   to
international expansion.

Interest  expense - net for the Parent Group decreased $4 million due to a lower
level of average debt, resulting from the payment of debt with proceeds from the
divestiture of Paul Revere, partially offset by the incremental debt  associated
with acquisitions and share repurchases.

Results  of  Operations - Nine months ended September 27, 1997 vs.  Nine  months
ended September 28, 1996

Earnings per share from continuing operations for the nine months were $2.39 per
share,  up  17% from the 1996 amount of $2.05. Income from continuing operations
in  1997  of  $408  million  was up 15% from $354  million  for  1996.  Revenues
increased  13% to $7.7 billion in 1997 from $6.8 billion in 1996. Net income  in
1997 was $408 million versus $125 million in 1996, which reflected the impact of
a $229 million loss from a discontinued operation.

The  Aircraft segment's revenues and income increased $299 million (15%) and $37
million (19%), respectively. Cessna Aircraft's revenues increased as a result of
higher sales of business jets, including its recently introduced Citation X  and
Citation Bravo.  Its income increased from the higher revenues, partially offset
by  an  increased level of expenses due to the introduction and support  of  new
products. Bell Helicopter's revenues and income increased primarily as a  result
of  higher  commercial  and  U.S.  Government  aircraft  sales  ($117  million),
partially offset by lower revenues on the V-22 program ($71 million) and foreign
military programs ($26 million).

The  Automotive segment's revenues increased $345 million (29%), reflecting  the
first  quarter  1997  acquisition of Kautex and the 1996 acquisitions  of  Valeo
Wiper  Systems  and  the remaining 50% of a joint venture in Born,  Netherlands.
The  benefit of the higher sales from the acquisitions was partially  offset  by
the  unfavorable  impact of a strike at a Chrysler engine plant  in  the  second
quarter  1997  and  the timing of replacement business and new  model  launches.
Income increased $6 million (6%), reflecting the above factors and the impact of
a restructuring effort which began in the second quarter 1997.

Fourth  quarter automotive sales, excluding the Kautex acquisition, are expected
to  be  lower  in  1997  than in 1996 as a result of the timing  of  replacement
business  and  new model launches.  Total segment margins in the fourth  quarter
are  expected to continue at a lower level than last year primarily as a  result
of  the  lower sales described above, lower margins attributable to  the  Kautex
acquisition and the impact of the restructuring effort.

The  Industrial segment's revenues and income increased $229 million  (14%)  and
$32  million (18%), respectively.  These increases were due primarily to  higher
sales  in  fastening systems ($125 million), including the second  quarter  1996
acquisition of Textron Industries.  In addition, results benefited from the 1997
acquisitions  of  Maag Pump Systems, Maag Italia, S.p.A., and Burkland  Holding,
Inc.,  the  third  quarter  1996 acquisition of Klauke,  and  higher  sales  and
improved performance in the contractor tool and golf and turf-care businesses.

The  Systems and Components segment's revenues and income decreased $74  million
(14%)  and  $2  million (4%), respectively, reflecting the  third  quarter  1996
divestiture  of  Textron Aerostructures and lower revenues in  marine  and  land
systems products. These revenue and income decreases were partially offset by an
increase  in demand for aerospace components and higher revenues on  the  sensor
fuzed weapon contract.

The  Finance  segment's  revenues  increased  $81  million  (5%),  while  income
increased  $16 million (6%). AFS' revenues and income increased $61 million  and
$6 million, respectively. Revenues in its finance and related insurance business
increased  $48 million, due to an increase in investment and other income,   and
an  increase in average finance receivables ($7.376 billion for the  first  nine
months  of 1997 vs $6.845 billion for the first nine months of 1996), reflecting
the  benefit  of the acquisition of approximately $580 million of  consumer  and
commercial receivables in late 1996 and the first half of 1997. The increase  in
investment and other income was primarily attributable to an $11 million gain on
the  sale  of  certain underperforming branches. The benefit  of  these  revenue
increases  were partially offset by a decrease in yields on finance  receivables
(17.93% for the first nine months of 1997 vs 18.58% for the first nine months of
1996), reflecting both decreases in yields on finance receivables and the impact
of  an  increase in lower-yielding commercial receivables. Income  decreased  $4
million, due primarily to an increase in the provision for losses resulting from
a  higher  level of net credit losses to average finance receivables (2.96%  for
the  first  nine  months of 1997 vs 2.74% for the first nine  months  of  1996),
partially  offset  by  the benefit of the higher revenues,  a  decrease  in  the
average cost of borrowed funds (6.45% for the first nine months of 1997 vs 6.93%
for  the  first nine months of 1996), and a decrease in the ratio  of  insurance
losses to earned premiums.

The  general  proliferation of credit cards has provided the  consumer  with  an
alternative source of funds, and as a result, the increase in consumer debt  has
continued to burden the finance customer, resulting in higher delinquencies  and
charge-offs.  This  is  particularly true in the  U.S.  where  charge-offs  have
increased  and receivables outstanding have decreased. In order to  make  better
use  of its capital resources, AFS has undertaken a strategic review of its U.S.
operations.  This review, which encompasses underperforming branches, started in
June  1997  and  will  take  12  to  18  months.  When  it  is  determined  that
underperforming  branches  will not meet certain profitability  standards,  they
will  be  sold.  It  is not anticipated that these actions will  result  in  any
losses.

In  AFS'  non-related insurance business, revenues increased  $13  million,  due
primarily  to higher premiums earned, partially offset by a decrease in  capital
gains.  Income increased $10 million, due to the higher revenues and a  decrease
in  underwriting expenses (primarily insurance losses) in relation  to  premiums
earned.

TFC's  revenues  increased  $20  million, due  to  a  higher  level  of  average
receivables ($3.194 billion in the first nine months of 1997 vs. $3.023  billion
in  the first nine months of 1996), and increases in other income, due primarily
to  the  securitization  of  $401  million of  Textron-related  receivables  and
increased   syndication  fee  income,  partially  offset  by  lower  yields   of
receivables (9.96% in the first nine months of 1997 vs. 10.03% in the first nine
months  of  1996), primarily on floating rate receivables.  Its income increased
$10  million, due to the higher revenues and a lower provision for  loan  losses
related  to  the real estate portfolio, partially offset by growth in businesses
with higher operating expense ratios.

Corporate expenses and other - net  increased $13 million, due to first  quarter
1997  litigation  expenses  related to a divested  operation  and  higher  third
quarter 1997 expenses related to organizational changes and higher support costs
related to international expansion.

Interest expense-net for the Parent Group decreased $10 million due to  a  lower
level of average debt, resulting from the payment of debt with proceeds from the
divestiture of Paul Revere, partially offset by the incremental debt  associated
with acquisitions and share repurchases.
                                        
                          PART II.   OTHER INFORMATION



Item 6. EXHIBITS AND REPORTS ON FORM 8-K
        
        (a) Exhibits
             
             12.1  Computation   of  ratio  of  income  to  fixed  charges   and
                    preferred securities dividends of the Parent Group.
             
             12.2  Computation   of  ratio  of  income  to  fixed  charges   and
                    preferred securities and 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 September 27, 1997,  Textron  filed  the
             following report on Form 8-K:
             
             Current  Report on Form 8-K filed with the Securities and  Exchange
             Commission  dated  August 8, 1997, reporting under  Item  5  (Other
             Events)  and  filing  under Item 7 (Exhibits) (a)  the  consent  of
             Cravath,  Swaine  & Moore, special tax counsel to Textron,  to  the
             filing  of the opinion set forth in full under the caption, "United
             States  Tax  Considerations"  in the  Prospectus  Supplement  dated
             August  8, 1997 (relating to Medium-Term Notes Series D of Textron)
             to  the Prospectus dated February 1, 1996, included in Registration
             Statement No. 33-63227, (b) the Form of Distribution Agreement  for
             Medium-Term Senior Securities, (c) the Form of Fixed Interest  Rate
             Medium-Term  Senior  Securities  and  (d)  the  Form  of   Floating
             Interest Rate Medium-Term Senior Securities.
             
             
                                   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 7, 1997           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 Parent 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>
                                  PARENT GROUP
                                        
                        COMPUTATION OF RATIO OF INCOME TO
              COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
                                        
                                   (unaudited)
                                        
                           (In millions except ratio)
                                        
<CAPTION>

                                                                         Nine Months
                                                                            Ended
                                                                      September 27, 1997
<S>                                                                      <C>
Fixed charges:
  Interest expense                                                       $ 101
  Distributions on preferred securities of subsidiary trust,       
     net of income taxes                                                    19
  Estimated interest portion of rents                                       13
                                                                   
    Total fixed charges                                                  $ 133
                                                                   
                                                                   

Income:                                                            
  Income from continuing operations before income taxes and        
    distributions on preferred securities of subsidiary trust            $ 693
  Eliminate equity in undistributed pretax income of Finance       
    Group                                                                (161)
  Fixed charges                                                            133
                                                                   
    Adjusted income                                                      $ 665
                                                                   
                                                                   

Ratio of income to fixed charges                                          5.00
                                                                   

</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 27, 1997
<S>                                                                    <C>
Fixed charges:
  Interest expense                                                     $ 546
  Distributions on preferred securities of subsidiary trust,      
     net of income taxes                                                  19
  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          $ 693
  Fixed charges                                                          591
                                                                  
    Adjusted income                                                    $1,284
                                                                  
                                                                  
Ratio of income to fixed charges                                        2.17
                                                                  

</TABLE>


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Textron
Inc.'s Consolidated Balance Sheet as of September 27, 1997 and Consolidated
Statement of Income for the nine months ended September 27,1997 and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          JAN-03-1998
<PERIOD-END>                               SEP-27-1997
<CASH>                                             89
<SECURITIES>                                        0
<RECEIVABLES>                                       0
<ALLOWANCES>                                        0
<INVENTORY>                                     1,435
<CURRENT-ASSETS>                                    0
<PP&E>                                          3,516
<DEPRECIATION>                                  1,803
<TOTAL-ASSETS>                                 18,517
<CURRENT-LIABILITIES>                               0
<BONDS>                                        10,309
<COMMON>                                           24
                               0
                                        13
<OTHER-SE>                                      3,252
<TOTAL-LIABILITY-AND-EQUITY>                   18,517
<SALES>                                         6,088
<TOTAL-REVENUES>                                7,726
<CGS>                                           4,975
<TOTAL-COSTS>                                   5,183
<OTHER-EXPENSES>                                    0
<LOSS-PROVISION>                                  190
<INTEREST-EXPENSE>                                546
<INCOME-PRETAX>                                   693
<INCOME-TAX>                                      266
<INCOME-CONTINUING>                               408
<DISCONTINUED>                                      0
<EXTRAORDINARY>                                     0
<CHANGES>                                           0
<NET-INCOME>                                      408
<EPS-PRIMARY>                                    2.39
<EPS-DILUTED>                                    2.39
        


</TABLE>


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