TEXTRON INC
8-K, 1998-10-06
AIRCRAFT & PARTS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC   20549
                                        
                                 _______________
                                        
                                    FORM 8-K
                                 CURRENT REPORT
                                        
                     Pursuant to Section 13 or 15 (d) of the
                         Securities Exchange Act of 1934
                                        
                                        
                                        
                         October 6, 1998                
                     (Date of earliest event            
                            reported)
                                        
                                        
                                        
                             TEXTRON INC.                     
            (Exact name of registrant as specified in its     
                               charter)
                                        
                                        
                                        
                                        
      Delaware                 1-5480                    05-0315468
      (State of           (Commission File       (IRS Employer
   Incorporation )              No.)             Identification No.)
                                        
                                        
                                        
                                        
             40 Westminster Street, Providence, Rhode         
                           Island 02903
             (Address of principal executive offices,         
                       including zip code)
                                                              
                                                              
                         (401)-421-2800                     
                 (Registrant's telephone number,            
                      including area code)
                                                              
                                                              
                               N/A                           
                (Former name or former address, if           
                    changed since last report)
                                        
                                        
                                        
                                        


Item 5. Other Events

As previously reported by the Registrant, Textron Inc. ("Textron"), in a Current
Report  on Form 8-K dated August 11, 1998, Textron has entered into an agreement
to sell its Avco Financial Services, Inc. (AFS) unit to Associates First Capital
Corporation.   Textron has restated its financial statements for  the  following
periods  to  reflect AFS as a discontinued operation: 1) for each of  the  three
years  in the period ended January 3, 1998; 2) for the three month period  ended
April 4, 1998; and 3) for the six month period ended July 4, 1998.  The restated
financial  statements, together with other restated financial  information,  are
filed herewith as Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3.

Item 7. Financial Statements and Exhibits.
(c) Exhibits.

 Exhibit   Exhibit
   No.
           
   23      Consent of Independent Auditors.

Note: Exhibits 27.1 through 27.14 are filed electronically only
  27.1     Restated financial data schedule for period ended April 1, 1995
           
  27.2     Restated financial data schedule for period ended July 1, 1995
           
  27.3     Restated financial data schedule for period ended September 30,
           1995
           
  27.4     Restated financial data schedule for period ended December 30,
           1995
           
  27.5     Restated financial data schedule for period ended March 30, 1996
           
  27.6     Restated financial data schedule for period ended June 29, 1996
           
  27.7     Restated financial data schedule for period ended September 28,
           1996
           
  27.8     Restated financial data schedule for period ended December 28,
           1996
           
  27.9     Restated financial data schedule for period ended March 29, 1997
           
  27.10    Restated financial data schedule for period ended June 28, 1997
           
  27.11    Restated financial data schedule for period ended September 27,
           1997
           
  27.12    Restated financial data schedule for period ended January 3, 1998
           
  27.13    Restated financial data schedule for period ended April 4, 1998
           
  27.14    Restated financial data schedule for period ended July 4, 1998
           
  99.1     Restated financial statements and related financial information
           for the period ended January 3, 1998
           
  99.2     Restated financial statements and related financial information
           for the three month period ended April 4, 1998
           
  99.3     Restated financial statements and related financial information
           for the six month period ended July 4, 1998



                                   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 hereunto duly authorized.

                                   TEXTRON INC.
                                      (Registrant)


                                   By:/s/ Richard Yates
                                   Name: Richard L. Yates
                                   Title: Vice President and Controller

Dated: October 6, 1998


                                INDEX TO EXHIBITS

 Exhibit   Exhibit
   No.
           
   23      Consent of Independent Auditors.

Note: Exhibits 27.1 through 27.12
  27.1     Restated financial data schedule for period ended April 1, 1995
           
  27.2     Restated financial data schedule for period ended July 1, 1995
           
  27.3     Restated financial data schedule for period ended September 30,
           1995
           
  27.4     Restated financial data schedule for period ended December 30,
           1995
           
  27.5     Restated financial data schedule for period ended March 30,
           1996
           
  27.6     Restated financial data schedule for period ended June 29, 1996
           
  27.7     Restated financial data schedule for period ended September 28,
           1996
           
  27.8     Restated financial data schedule for period ended December 28,
           1996
           
  27.9     Restated financial data schedule for period ended March 29,
           1997
           
  27.10    Restated financial data schedule for period ended June 28, 1997
           
  27.11    Restated financial data schedule for period ended September 27,
           1997
           
  27.12    Restated financial data schedule for period ended January 3,
           1998
           
  27.13    Restated financial data schedule for period ended April 4, 1998
           
  27.14    Restated financial data schedule for period ended July 4, 1998
           
  99.1     Restated financial statements and related financial information
           for the period ended January 3, 1998
           
  99.2     Restated financial statements and related financial information
           for the three month period ended April 4, 1998
           
  99.3     Restated financial statements and related financial information
           for the six month period ended July 4, 1998



                                                  Exhibit 23








               CONSENT OF INDEPENDENT AUDITORS

We   consent  to  the  incorporation  by  reference  in  the
Registration  Statements (Form S-8 No. 333-50931,  Form  S-3
No. 33-63227, Form S-8 No. 333-07121, Form S-8 No. 33-19402,
Form  S-8  No. 33-38094, Form S-8 No. 33-57025 and Form  S-8
No.  33-63741)  of Textron Inc. of our report dated  January
27, 1998, except for note 21, as to which the date is August
11,  1998, with respect to the restated financial statements
of  Textron Inc. for the year ended January 3, 1998 included
in  its  Current Report on Form 8-K dated October  6,  1998,
filed with the Securities and Exchange Commission.



Boston, Massachusetts
October 2, 1998



<TABLE> <S> <C>

<ARTICLE> 5
                                                          Exhibit 27.1
<LEGEND>
This schedule contains the restatement of summary financial information
previously extracted from Textron Inc.'s Consolidated Balance Sheet as of
April 1, 1995 and Consolidated Statement of Income for the three months
ended April 1, 1995, previously filed electronically with the
Commission. The aforementioned financial statements were not required
to be restated in the Company's Annual Report on Form 8-K dated October 6, 1998.
</LEGEND>
<RESTATED> 
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-30-1995
<PERIOD-END>                               APR-01-1995
<CASH>                                              40
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                      1,267
<CURRENT-ASSETS>                                 4,181
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                  10,547
<CURRENT-LIABILITIES>                            1,946
<BONDS>                                          3,951
<COMMON>                                            12
                                0
                                         16
<OTHER-SE>                                       2,952
<TOTAL-LIABILITY-AND-EQUITY>                    10,547
<SALES>                                          1,554
<TOTAL-REVENUES>                                 1,629
<CGS>                                            1,278
<TOTAL-COSTS>                                    1,278
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     4
<INTEREST-EXPENSE>                                  86
<INCOME-PRETAX>                                     90
<INCOME-TAX>                                        36
<INCOME-CONTINUING>                                 54
<DISCONTINUED>                                      55
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       109
<EPS-PRIMARY>                                     0.64
<EPS-DILUTED>                                     0.63
        


</TABLE>

<TABLE> <S> <C>

<ARTICLE> 5
                                                          Exhibit 27.2
<LEGEND>
This schedule contains the restatement of summary financial information
previously extracted from Textron Inc.'s Consolidated Balance Sheet as of
July 1, 1995 and Consolidated Statement of Income for the six months
ended July 1, 1995, previously filed electronically with the
Commission. The aforementioned financial statements were not required
to be restated in the Company's Annual Report on Form 8-K dated October 6, 1998.
</LEGEND>
<RESTATED> 
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-30-1995
<PERIOD-END>                               JUL-01-1995
<CASH>                                             100
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                      1,259
<CURRENT-ASSETS>                                 4,380
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                  10,755
<CURRENT-LIABILITIES>                            2,175
<BONDS>                                          4,064
<COMMON>                                            12
                                0
                                         15
<OTHER-SE>                                       3,069
<TOTAL-LIABILITY-AND-EQUITY>                    10,755
<SALES>                                          3,205
<TOTAL-REVENUES>                                 3,358
<CGS>                                            2,629
<TOTAL-COSTS>                                    2,629
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                    10
<INTEREST-EXPENSE>                                 176
<INCOME-PRETAX>                                    201
<INCOME-TAX>                                        80
<INCOME-CONTINUING>                                121
<DISCONTINUED>                                     109
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       230
<EPS-PRIMARY>                                     1.35
<EPS-DILUTED>                                     1.33
        


</TABLE>

<TABLE> <S> <C>

<ARTICLE> 5
                                                          Exhibit 27.3
<LEGEND>
This schedule contains the restatement of summary financial information
previously extracted from Textron Inc.'s Consolidated Balance Sheet as of
September 30, 1995 and Consolidated Statement of Income for the nine months
ended September 30, 1995, previously filed electronically with the
Commission. The aforementioned financial statements were not required
to be restated in the Company's Annual Report on Form 8-K dated October 6,
1998.
</LEGEND>
<RESTATED> 
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-30-1995
<PERIOD-END>                               SEP-30-1995
<CASH>                                              66
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                      1,244
<CURRENT-ASSETS>                                 4,458
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                  10,895
<CURRENT-LIABILITIES>                            1,986
<BONDS>                                          3,948
<COMMON>                                            12
                                0
                                         15
<OTHER-SE>                                       3,200
<TOTAL-LIABILITY-AND-EQUITY>                    10,895
<SALES>                                          4,763
<TOTAL-REVENUES>                                 4,993
<CGS>                                            3,905
<TOTAL-COSTS>                                    3,905
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                    15
<INTEREST-EXPENSE>                                 257
<INCOME-PRETAX>                                    301
<INCOME-TAX>                                       120
<INCOME-CONTINUING>                                181
<DISCONTINUED>                                     172
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       353
<EPS-PRIMARY>                                     2.07
<EPS-DILUTED>                                     2.03
        


</TABLE>

<TABLE> <S> <C>

<ARTICLE> 5
                                                    	Exhibit 27.4
<LEGEND>
This schedule contains the restatement of summary financial information
previously extracted from Textron Inc.'s Consolidated Balance Sheet as of
December 30, 1995 and Consolidated Statement of Income for the year
ended December 30, 1995, previously filed electronically with the
Commission. The aforementioned financial statements were restated in the
Company's Annual Report on Form 8-K dated October 6, 1998.
</LEGEND>
<RESTATED> 
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-30-1995
<PERIOD-END>                               DEC-30-1995
<CASH>                                              59
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                      1,284
<CURRENT-ASSETS>                                 4,489
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                  11,207
<CURRENT-LIABILITIES>                            2,247
<BONDS>                                          4,051
<COMMON>                                            12
                                0
                                         15
<OTHER-SE>                                       3,342
<TOTAL-LIABILITY-AND-EQUITY>                    11,207
<SALES>                                          6,469
<TOTAL-REVENUES>                                 6,780
<CGS>                                            5,295
<TOTAL-COSTS>                                    5,295
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                    20
<INTEREST-EXPENSE>                                 325
<INCOME-PRETAX>                                    413
<INCOME-TAX>                                       165
<INCOME-CONTINUING>                                248
<DISCONTINUED>                                     231
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       479
<EPS-PRIMARY>                                     2.82
<EPS-DILUTED>                                     2.77
        


</TABLE>

<TABLE> <S> <C>

<ARTICLE> 5
                                                          Exhibit 27.5
<LEGEND>
This schedule contains the restatement of summary financial information
previously 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, previously filed electronically with the
Commission. The aforementioned financial statements were not required
to be restated in the Company's Annual Report on Form 8-K dated October 6,
1998.
</LEGEND>
<RESTATED> 
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-28-1996
<PERIOD-END>                               MAR-30-1996
<CASH>                                              59
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                      1,368
<CURRENT-ASSETS>                                 4,517
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                  11,352
<CURRENT-LIABILITIES>                            2,095
<BONDS>                                          3,820
<COMMON>                                            12
                                0
                                         15
<OTHER-SE>                                       3,201
<TOTAL-LIABILITY-AND-EQUITY>                    11,352
<SALES>                                          1,700
<TOTAL-REVENUES>                                 1,779
<CGS>                                            1,393
<TOTAL-COSTS>                                    1,393
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     7
<INTEREST-EXPENSE>                                  72
<INCOME-PRETAX>                                    115
<INCOME-TAX>                                        45
<INCOME-CONTINUING>                                 67
<DISCONTINUED>                                     (32)
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                        35
<EPS-PRIMARY>                                     0.21
<EPS-DILUTED>                                     0.20
        


</TABLE>

<TABLE> <S> <C>

<ARTICLE> 5
                                                          Exhibit 27.6
<LEGEND>
This schedule contains the restatement of summary financial information
previously extracted from Textron Inc.'s Consolidated Balance Sheet as of
June 29, 1996 and Consolidated Statement of Income for the six months
ended June 29, 1996, previously filed electronically with the
Commission. The aforementioned financial statements were not required
to be restated in the Company's Annual Report on Form 8-K dated October 6,
1998.
</LEGEND>
<RESTATED> 
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-28-1996
<PERIOD-END>                               JUN-29-1996
<CASH>                                             166
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                      1,471
<CURRENT-ASSETS>                                 4,824
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                  11,947
<CURRENT-LIABILITIES>                            2,350
<BONDS>                                          4,139
<COMMON>                                            12
                                0
                                         15
<OTHER-SE>                                       3,254
<TOTAL-LIABILITY-AND-EQUITY>                    11,947
<SALES>                                          3,567
<TOTAL-REVENUES>                                 3,728
<CGS>                                            2,913
<TOTAL-COSTS>                                    2,913
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                    14
<INTEREST-EXPENSE>                                 147
<INCOME-PRETAX>                                    259
<INCOME-TAX>                                       101
<INCOME-CONTINUING>                                148
<DISCONTINUED>                                      12
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       160
<EPS-PRIMARY>                                     0.95
<EPS-DILUTED>                                     0.93
        


</TABLE>

<TABLE> <S> <C>

<ARTICLE> 5
                                                          Exhibit 27.7
<LEGEND>
This schedule contains the restatement of summary financial information
previously extracted from Textron Inc.'s Consolidated Balance Sheet as of
September 28, 1996 and Consolidated Statement of Income for the nine months
ended September 28, 1996, previously filed electronically with the
Commission. The aforementioned financial statements were not required
to be restated in the Company's Annual Report on Form 8-K dated October 6,
1998.
</LEGEND>
<RESTATED> 
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-28-1996
<PERIOD-END>                               SEP-28-1996
<CASH>                                             142
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                      1,303
<CURRENT-ASSETS>                                 4,434
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                  11,572
<CURRENT-LIABILITIES>                            2,454
<BONDS>                                          4,048
<COMMON>                                            12
                                0
                                         14
<OTHER-SE>                                       3,061
<TOTAL-LIABILITY-AND-EQUITY>                    11,572
<SALES>                                          5,289
<TOTAL-REVENUES>                                 5,533
<CGS>                                            4,308
<TOTAL-COSTS>                                    4,308
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                    20
<INTEREST-EXPENSE>                                 221
<INCOME-PRETAX>                                    393
<INCOME-TAX>                                       154
<INCOME-CONTINUING>                                223
<DISCONTINUED>                                     (98)
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       125
<EPS-PRIMARY>                                     0.74
<EPS-DILUTED>                                     0.73
        


</TABLE>

<TABLE> <S> <C>

<ARTICLE> 5
                                                      Exhibit 27.8
<LEGEND>
This schedule contains the restatement of summary financial information
previously extracted from Textron Inc.'s Consolidated Balance Sheet as of
December 28, 1996 and Consolidated Statement of Income for the year
ended December 28, 1996, previously filed electronically with the
Commission.  The aforementioned financial statements were restated in the
Company's Annual Report on Form 8-K dated October 6, 1998.
</LEGEND>
<RESTATED> 
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-28-1996
<PERIOD-END>                               DEC-28-1996
<CASH>                                              31
<SECURITIES>                                         0
<RECEIVABLES>                                    4,052
<ALLOWANCES>                                        75
<INVENTORY>                                      1,192
<CURRENT-ASSETS>                                 4,287
<PP&E>                                           2,990
<DEPRECIATION>                                   1,531
<TOTAL-ASSETS>                                  11,514
<CURRENT-LIABILITIES>                            2,496
<BONDS>                                          3,948
<COMMON>                                            12
                                0
                                         14
<OTHER-SE>                                       3,157
<TOTAL-LIABILITY-AND-EQUITY>                    11,514
<SALES>                                          7,179
<TOTAL-REVENUES>                                 7,506
<CGS>                                            5,837
<TOTAL-COSTS>                                    5,837
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                    26
<INTEREST-EXPENSE>                                 295
<INCOME-PRETAX>                                    540
<INCOME-TAX>                                       211
<INCOME-CONTINUING>                                306
<DISCONTINUED>                                     (53)
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       253
<EPS-PRIMARY>                                     1.51
<EPS-DILUTED>                                     1.47
        


</TABLE>

<TABLE> <S> <C>

<ARTICLE> 5
                                                          Exhibit 27.9
<LEGEND>
This schedule contains the restatement of summary financial information
previously extracted from Textron Inc.'s Consolidated Balance Sheet as of
March 29, 1997 and Consolidated Statement of Income for the three months
ended March 29, 1997, previously filed electronically with the Commission.
The aforementioned financial statements were not required to be
restated in the Company's Annual Report on Form 8-K dated October 6, 1998.
</LEGEND>
<RESTATED> 
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          JAN-03-1998
<PERIOD-END>                               MAR-29-1997
<CASH>                                             102
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                      1,373
<CURRENT-ASSETS>                                 4,112
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                  11,753
<CURRENT-LIABILITIES>                            2,494
<BONDS>                                          3,895
<COMMON>                                            12
                                0
                                         14
<OTHER-SE>                                       3,190
<TOTAL-LIABILITY-AND-EQUITY>                    11,753
<SALES>                                          2,021
<TOTAL-REVENUES>                                 2,103
<CGS>                                            1,656
<TOTAL-COSTS>                                    1,656
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     6
<INTEREST-EXPENSE>                                  76
<INCOME-PRETAX>                                    144
<INCOME-TAX>                                        58
<INCOME-CONTINUING>                                 80
<DISCONTINUED>                                      45
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       125
<EPS-PRIMARY>                                     0.75
<EPS-DILUTED>                                     0.73
        


</TABLE>

<TABLE> <S> <C>

<ARTICLE> 5
                                                          Exhibit 27.10
<LEGEND>
This schedule contains the restatement of summary financial information
previously extracted from Textron Inc.'s Consolidated Balance Sheet as of
June 28, 1997 and Consolidated Statement of Income for the six months
ended June 28, 1997, previously filed electronically with the Commission.  
The aforementioned financial statements were not required to be 
restated in the Company's Annual Report on Form 8-K dated October 6, 1998.
</LEGEND>
<RESTATED> 
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          JAN-03-1998
<PERIOD-END>                               JUN-28-1997
<CASH>                                             120
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                      1,416
<CURRENT-ASSETS>                                 4,042
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                  11,716
<CURRENT-LIABILITIES>                            2,348
<BONDS>                                          3,858
<COMMON>                                            24
                                0
                                         13
<OTHER-SE>                                       3,183
<TOTAL-LIABILITY-AND-EQUITY>                    11,716
<SALES>                                          4,138
<TOTAL-REVENUES>                                 4,310
<CGS>                                            3,386
<TOTAL-COSTS>                                    3,386
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                    12
<INTEREST-EXPENSE>                                 146
<INCOME-PRETAX>                                    317
<INCOME-TAX>                                       124
<INCOME-CONTINUING>                                180
<DISCONTINUED>                                      90
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       270
<EPS-PRIMARY>                                     1.63
<EPS-DILUTED>                                     1.59
        


</TABLE>

<TABLE> <S> <C>

<ARTICLE> 5
                                                          Exhibit 27.11
<LEGEND>
This schedule contains the restatement of summary financial information
previously 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, previously filed electronically with the Commission.  
The aforementioned financial statements were not required to be
restated in the Company's Annual Report on Form 8-K dated October 6, 1998.
</LEGEND>
<RESTATED> 
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          JAN-03-1998
<PERIOD-END>                               SEP-27-1997
<CASH>                                              63
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                      1,435
<CURRENT-ASSETS>                                 4,051
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                  11,476
<CURRENT-LIABILITIES>                            2,338
<BONDS>                                          3,558
<COMMON>                                            24
                                0
                                         13
<OTHER-SE>                                       3,251
<TOTAL-LIABILITY-AND-EQUITY>                    11,476
<SALES>                                          6,088
<TOTAL-REVENUES>                                 6,352
<CGS>                                            4,975
<TOTAL-COSTS>                                    4,975
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                    18
<INTEREST-EXPENSE>                                 218
<INCOME-PRETAX>                                    472
<INCOME-TAX>                                       182
<INCOME-CONTINUING>                                271
<DISCONTINUED>                                     137
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       408
<EPS-PRIMARY>                                     2.46
<EPS-DILUTED>                                     2.40
        


</TABLE>

<TABLE> <S> <C>

<ARTICLE> 5
                                                   	Exhibit 27.12
<LEGEND>
This schedule contains the restatement of summary financial information
previously extracted from Textron Inc.'s Consolidated Balance Sheet as of
January 3, 1998 and Consolidated Statement of Income for the year
ended January 3, 1998, previously filed electronically with the Commission.
The aforementioned financial statements were restated in the Company's Annual
Report on Form 8-K dated October 6, 1998.
</LEGEND>
<RESTATED> 
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          JAN-03-1998
<PERIOD-END>                               JAN-03-1998
<CASH>                                              43
<SECURITIES>                                         0
<RECEIVABLES>                                    3,989
<ALLOWANCES>                                        76
<INVENTORY>                                      1,349
<CURRENT-ASSETS>                                 3,698
<PP&E>                                           3,455
<DEPRECIATION>                                   1,685
<TOTAL-ASSETS>                                  11,330
<CURRENT-LIABILITIES>                            2,141
<BONDS>                                          3,586
<COMMON>                                            24
                                0
                                         13
<OTHER-SE>                                       3,191
<TOTAL-LIABILITY-AND-EQUITY>                    11,330
<SALES>                                          8,333
<TOTAL-REVENUES>                                 8,683
<CGS>                                            6,836
<TOTAL-COSTS>                                    6,836
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                    23
<INTEREST-EXPENSE>                                 282
<INCOME-PRETAX>                                    648
<INCOME-TAX>                                       250
<INCOME-CONTINUING>                                372
<DISCONTINUED>                                     186
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       558
<EPS-PRIMARY>                                     3.38
<EPS-DILUTED>                                     3.29
        


</TABLE>

<TABLE> <S> <C>

<ARTICLE> 5
                                                          Exhibit 27.13
<LEGEND>
This schedule contains the restatement of summary financial information
previously extracted from Textron Inc.'s Consolidated Balance Sheet as of
April 4, 1998 and Consolidated Statement of Income for the three months 
ended April 4, 1998, previously filed electronically with the Commission.  
The aforementioned financial statements were restated in the Company's
Quarterly Report on Form 8-K dated October 6, 1998.
</LEGEND>
<RESTATED> 
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          JAN-02-1999
<PERIOD-END>                               APR-04-1998
<CASH>                                              20
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                      1,568
<CURRENT-ASSETS>                                 4,128
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                  12,191
<CURRENT-LIABILITIES>                            2,540
<BONDS>                                          4,120
<COMMON>                                            24
                                0
                                         13
<OTHER-SE>                                       3,325
<TOTAL-LIABILITY-AND-EQUITY>                    12,191
<SALES>                                          2,167
<TOTAL-REVENUES>                                 2,252
<CGS>                                            1,765
<TOTAL-COSTS>                                    1,765
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     5
<INTEREST-EXPENSE>                                  74
<INCOME-PRETAX>                                    170
<INCOME-TAX>                                        65
<INCOME-CONTINUING>                                 99
<DISCONTINUED>                                      43
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       142
<EPS-PRIMARY>                                     0.87
<EPS-DILUTED>                                     0.85
        


</TABLE>

<TABLE> <S> <C>

<ARTICLE> 5
                                                          Exhibit 27.14
<LEGEND>
This schedule contains the restatement of summary financial information
previously extracted from Textron Inc.'s Consolidated Balance Sheet as of
July 4, 1998 and Consolidated Statement of Income for the six months ended
July 4, 1998, previously filed electronically with the Commission.  The 
aforementioed financial statements were restated in the Company's Quarterly
Report on Form 8-K dated October 6, 1998.
</LEGEND>
<RESTATED> 
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          JAN-02-1999
<PERIOD-END>                               JUL-04-1998
<CASH>                                             100
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                      1,602
<CURRENT-ASSETS>                                 4,321
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                  12,650
<CURRENT-LIABILITIES>                            2,747
<BONDS>                                          4,339
<COMMON>                                            24
                                0
                                         13
<OTHER-SE>                                       3,425
<TOTAL-LIABILITY-AND-EQUITY>                    12,650
<SALES>                                          4,560
<TOTAL-REVENUES>                                 4,736
<CGS>                                            3,712
<TOTAL-COSTS>                                    3,712
<OTHER-EXPENSES>                                  (10)
<LOSS-PROVISION>                                    10
<INTEREST-EXPENSE>                                 152
<INCOME-PRETAX>                                    379
<INCOME-TAX>                                       151
<INCOME-CONTINUING>                                215
<DISCONTINUED>                                      91
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       306
<EPS-PRIMARY>                                     1.87
<EPS-DILUTED>                                     1.83
        

</TABLE>

                                               Exhibit 99.1
                                                                   
                                  TEXTRON INC.
                     INDEX TO RESTATED FINANCIAL STATEMENTS
                        AND RELATED FINANCIAL INFORMATION

                                                               Page (s)
                                                                   
Business Segment Data                                              2
                                                                   
Management's Discussion and Analysis of Financial Condition        
  and Results of Operations                                     3-9
                                                                    
                                                                   
Report of Independent Auditors                                    10
                                                                   
Consolidated Statement of Income for each of the three years       
  in the period ended January 3, 1998                            11
                                                                    
Parent Group and Finance Group Statement of Income for each        
  of the three years in the period ended January 3, 1998          12
                                                                    
Consolidated Balance Sheet at January 3, 1998 and 
  December 28, 1998                                               13
                                                                   
Consolidated Statement of Cash Flows for each of the three         
  years in  the period ended January 3, 1998                      14
                                                                   
Parent Group and Finance Group Statement of Cash Flows for         
  each of the three years in the period ended January 3, 1998    15
                                                                    
Consolidated Statement of Changes in Shareholders' Equity for      
  each of three years in the period ended January 3, 1998        16
                                                                    
Notes to the Consolidated Financial Statements                   17-30
                                                                   
Quarterly Data (Unaudited)                                        31
                                                                   
Selected Financial Data (Seven Year Summary)                      32

<PAGE>2
1997 TEXTRON ANNUAL REPORT

Business Segment Data

<TABLE>
<CAPTION>
                                             Revenues                    Operating Income             Operating Income Margins
(In millions)                        1997      1996     1995          1997     1996      1995         1997     1996     1995
- - -----------------------------------------------------------------------------------------------------------------------------
<S>                               <C>        <C>       <C>         <C>        <C>       <C>            <C>       <C>    <C>
Aircraft                          $ 3,025    $2,593   $2,420         $ 313    $ 261     $ 237           10.3%    10.1%   9.8%
Automotive                          2,127     1,627    1,534           150      146       135            7.1      9.0    8.8
Industrial                          3,181     2,959    2,515           346      300       250           10.9     10.1    9.9
Finance                               350       327      311           108       96        88           30.9     29.4   28.3
- ----------------------------------------------------------------------------------------------------------------------------

                                  $ 8,683    $7,506   $6,780           917      803       710           10.6     10.7   10.5
============================================================----------------------------------------------------------------

Corporate expenses and other - net                                    (140)    (115)     (119)
Interest expense - net                                                (129)    (148)     (178)
 ---------------------------------------------------------------------------------------------------------------------------

Income from continuing operations
  before income taxes*                                               $ 648    $ 540     $ 413
=============================================================================================
</TABLE>

*Before distributions on preferred securities of subsidiary trust in 1997 and
1996.
Income of the Finance segment is net of interest expense. 
Prior year amounts have been reclassified to conform to the current year's
segment presentation as more fully described on page 3.

<TABLE>
<CAPTION>
1997 REVENUES - $8.7 BILLION                  1997 OPERATING INCOME - $917 MILLION
- - --------------------------------------      ------------------------------------

<S>          <C>                               <C>         <C>
AIRCRAFT     35%                               AIRCRAFT    34% 
AUTOMOTIVE   24%                               AUTOMOTIVE  16%
INDUSTRIAL   37%                               INDUSTRIAL  38%
FINANCE       4%                               FINANCE     12% 
</TABLE>


<TABLE>
<CAPTION>
                                        IDENTIFIABLE ASSETS            CAPITAL EXPENDITURES                  DEPRECIATION
(In millions)                        1997      1996     1995          1997     1996      1995         1997     1996     1995
- ----------------------------------------------------------------------------------------------------------------------------
<S>                               <C>       <C>      <C>              <C>      <C>       <C>          <C>      <C>       <C>
Aircraft                          $ 1,941   $ 1,856  $ 1,739          $107     $116      $ 74         $ 69     $ 53    $ 49
Automotive                          1,515     1,020      861           103       60        78           69       41      39
Industrial                          2,596     2,455    2,378           153      130       100          101      104      82
Finance                             3,178     3,269    3,061             8        3         2            3        3       2
 --------------------------------------------------------------------------------------------------------------------------

Corporate, including investment
  in discontinued operations        2,557     3,161    3,243             3        3         4            4        4       5
Eliminations                         (457)     (247)     (75)            -        -         -            -        -       -
- - -------------------------------------------------------------------------------------------------------------------------

                                  $11,330   $11,514  $11,207          $374     $312      $258         $246     $205    $177
===========================================================================================================================
</TABLE>

Prior year amounts have been reclassified to conform to the current year's
segment presentation as more fully described on page 3.
<PAGE>3
Management's Discussion and Analysis

Results of Operations      Textron Inc.

                           1997 vs. 1996

REVENUES              - Diluted earnings per share from continuing
                      operations in 1997 were $2.19, up 23% from the 1996
95  (3)%    $ 6,780   amount of $1.78. Income from continuing operations in
96  +11%    $ 7,506   1997 of $372 million was up 22% from $306 million for
97  +16%    $ 8,683   1996. Revenues increased 16% to $8.7 billion in 1997
                      from $7.5 billion in 1996. Net income in 1997 was
                      $558 million versus $253 million in 1996, which
                      reflected the impact of a $229 million loss from a
                      discontinued operation (Paul Revere) that was
                      disposed of early in 1997.

                      On August 11, 1998, Textron announced that it had
                      reached an agreement to sell Avco Financial Services
                      (AFS) to Associates First Capital Corporation for
                      $3.9 billion in cash.  This transaction is subject
                      to regulatory approvals and it is expected to close
                      at the end of 1998 or early 1999.  Textron has restated
                      its financial statements as presented herein to treat
                      AFS as a discontinued operation.  See Note 21 to the
                      consolidated financail statements for additional
                      information.

                      - Operating income of Textron's four business
                      segments aggregated $917 million in 1997, up 14% from
                      1996, as a result of continued improved financial
                      results in the Aircraft, Industrial and Finance
                      segments. Operating income in the Automotive segment
                      was essentially unchanged.

EARNINGS PER SHARE *  - Total segment margins decreased to 10.6% in 1997
                      from 10.7% in 1996, due primarily to lower margins
95  +20%   $1.43      associated with the Kautex acquisition.
96  +24%   $1.78
97  +23%   $2.19      - Corporate expenses and other - net increased in
                      1997 by $25 million due to 1997 litigation expenses
                      related to a divested operation, higher 1997 expenses
* From Continuing     related to organizational changes and higher support
    Operations        costs related to international expansion, and 1997
                      costs associated with the termination of interest
                      rate swap agreements no longer qualifying as
                      accounting hedges.

                      - The lower interest of the Parent Group - $129
                      million in 1997 vs. $148 million in 1996 - was due to
                      lower 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.

                      - Business segment data for prior years has been
                      reclassified to reflect the combination of the
                      Systems and Components segment into the Industrial
                      segment due to the increased commercialization of the
                      Systems and Components businesses and their
                      underlying technologies.  In addition, business
                      segment data has been reclassified to reflect the
                      transfer of Lycoming from the Aircraft segment to the
                      Industrial segment.


                      1996 vs. 1995

                      - Diluted earnings per share from continuing
                      operations in 1996 were $1.78, up 24% from the 1995
                      amount of $1.43. Income from continuing operations in
                      1996 of $306 million was up 23% from $248 million for
                      1995. Revenues increased 11% to $7.5 million in 1996
                      from $6.8 billion in 1995. Net income in 1996 was
                      $253 million vs. $479 million in 1995, reflecting the
                      impact of a $229 million loss from a discontinued
                      operation in 1996.

                      - Segment operating income aggregated $803 million in
                      1996, up 13% from 1995, as a result of continued
                      improved financial results across all business segments.


                      - The lower interest of the Parent Group - $148
                      million in 1996 vs. $178 million in 1995-was due to
                      lower average debt, due in part to the payment of
                      debt with the proceeds from the issuance of preferred
                      securities in February 1996.

                      AIRCRAFT
<PAGE>4
                      1997 vs. 1996
 AIRCRAFT         
 REVENUES             The Aircraft segment's revenues and income increased
                      $432 million (17%) and $52 million (20%),
 95 +11%  $2,420      respectively, due primarily to higher results at
 96 + 7%  $2,593      Cessna Aircraft.
 97 +17%  $3,025
                      - Bell Helicopter's revenues increased primarily as a
                      result of higher U.S. government and commercial
 OPERATING INCOME     aircraft sales ($91 million) and higher revenues on
                      the Huey upgrade contract for the U.S. Marines ($28
 95 +22%  $237        million), partially offset by lower revenues on the
 96 +10%  $261        V-22 program ($80 million) and lower foreign military
 97 +20%  $313        sales ($23 million). Bell's commercial aircraft sales
                      included the completion of the three-year contract
                      for model 412 helicopters with the Canadian Forces.
                      Its income increased slightly as a result of the
                      higher revenues, partially offset by higher product
                      development expenses primarily related to its new
                      commercial aircraft models.

                      - Cessna Aircraft's revenues increased as a result of
                      higher sales of business jets, including the Citation
                      X and Bravo. Its income increased as a result of the
                      higher revenues, partially offset by an increased
                      level of expenses due to the introduction and support
                      of new products.

                      1996 vs. 1995

                      The Aircraft segment's revenues and income increased
                      $173 million (7%) and $24 million (10%),
                      respectively, due to higher results at Cessna
                      Aircraft.

                      - Bell Helicopter's revenues decreased primarily as a
                      result of lower sales of military helicopters to the
                      U.S. government ($136 million) and lower revenues on
                      the V-22 program ($69 million), partially offset by
                      higher domestic and international helicopter sales,
                      including increased deliveries on the Canadian Forces
                      contract ($119 million), and increased military and
                      commercial spares sales ($41 million). Bell's income
                      decreased slightly, as the impact of lower revenues
                      and costs associated with the introduction of new
                      commercial aircraft models was partially offset by
                      additional income on the V-22 program.

                      - Cessna's revenues increased primarily as a result
                      of higher sales of business jets, principally the
                      Citation X and Citation VII models, and utility
                      turboprop aircraft. Its income increased as a result
                      of the higher revenues, partially offset by higher
                      product development and selling and administrative
                      expenses due to the introduction and support of new
                      products.

<PAGE>5
                      AUTOMOTIVE

                      1997 vs. 1996
                      The Automotive segment's revenues increased $500
AUTOMOTIVE            million (31%), primarily as a result of the first
REVENUES              quarter 1997 acquisition of Kautex, the third quarter
                      1997 acquisition of the General Rubber Goods division
95  + 2%  $1,534      of Pirelli Tyres, Ltd., and the 1996 acquisitions of
96  + 6%  $1,627      Valeo Wiper Systems and the remaining 50% of a joint
97  +31%  $2,127      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 approximated last year's level,
                      reflecting the above factors, increased costs related
                      to new model launches and the impact of a
                      restructuring effort which began in the second
                      quarter 1997.

                      1996 vs. 1995

OPERATING             The Automotive segment's revenues increased $93
INCOME                million (6%) and income increased $11 million (8%).
95  + 2%  $135        The improved results reflected the increased
96  + 8%  $146        production of models with Textron content,
97  + 3%  $150        particularly light trucks at Chrysler, and the
                      benefits of the acquisitions of Valeo Wiper Systems
                      and the remaining 50% of a joint venture in Born,
                      Netherlands.


INDUSTRIAL

INUSTRIAL             1997 vs. 1996
REVENUES            
                      The Industrial segment's revenues increased $222
95  (16)%  $2,515     million (8%). Income increased $46 million (15%),
96  +18 %  $2,959     reflecting higher sales from both acquisitions and
97  + 8 %  $3,181     organic growth, and improved operating margins,
                      principally in industrial components and fastening
                      systems. The revenue and income increases were due
                      primarily to higher sales in the fastening systems
                      business ($143 million), including the second quarter
                      1996 acquisition of Textron Industries S.A.S. In
                      addition, results benefited from the 1997
                      acquisitions of Maag Pump Systems, Maag Italia,
                      S.p.A., and Burkland Holding, Inc., an increase in
                      demand for aerospace components and higher revenues
                      on the sensor fuzed weapon contract, partially offset
                      by the third quarter 1996 divestiture of Textron
                      Aerostructures and lower revenues in marine and land
                      systems products.

                      1996 vs. 1995

OPERATING             The Industrial segment's revenues and income
INCOME                increased $444 million (18%) and $50 million (20%),
                      respectively. These increases were due primarily to
95  + 1%   $250       higher sales in the fastening systems business ($558
96  +20 %  $300       million), reflecting the fourth quarter 1995
97  +15 %  $346       acquisitions of Elco Industries and Boesner, and the
                      first half 1996 acquisitions of Textron Industries
                      S.A.S. and Xact Products. In addition, the year's
                      results benefited from higher sales and improved
                      performance at E-Z-GO, and continued strong
                      performance in the contractor tool business,
                      including the contribution from the Klauke
                      acquisition. These increases were partially offset by
                      reduced shipments on certain U.S. government and
                      commercial aerospace contracts and the impact of the
                      divestiture of Textron Aerostructures in the third
                      quarter of 1996.

<PAGE>6

                      FINANCE

                      1997 vs. 1996

                   
FINANCE
REVENUES

95  +12%  $  311      - Textron Financial Corporation's (TFC) revenues
96  + 5%  $  327      increased $23 million (7%), due to a higher level of
97  + 7%  $  350      average receivables ($3.128 billion in 1997 vs $3.036
                      billion in 1996) and increases in other income, due
                      primarily to the securitization of $401 million of
                      
                      Textron-related receivables and increased syndication
OPERATING             fee income. Its income increased $12 million (13%), due
INCOME                to the higher revenues and a lower provision for loan
                      losses related to the real estate portfolio,
95  + 6%  $ 88        partially offset by growth in businesses with higher
96  + 9%  $ 96        operating expense ratios.
97  +13%  $108      

1996 vs. 1995         1996 vs. 1995

                      - TFC's revenues increased $16 million (5%), due to a
                      higher level of average receivables ($3.036 billion
                      in 1996 vs. $2.839 billion in 1995) and higher fee
                      income, partially offset by lower yields of
                      receivables (10.03% in 1996 and 10.34% in 1995)
                      predominantly on floating rate receivables,
                      reflecting a decline in the prevailing interest rate
                      environment. Its income increased $8 million (9%), due
                      to the higher revenues, partially offset by a higher
                      provision for loan losses, principally due to
                      charge-offs of nonperforming equipment loans.

                      DISCONTINUED OPERATIONS

                      1997 vs. 1996

                      - Avco Financial Services' (AFS) revenues and income
                      increased $93 million and $13 million, respectively.
                      Revenues in its finance and related insurance
                      business increased $75 million, due to an increase in
                      investment and other income, and an increase in
                      average finance receivables ($7.546 billion in 1997
                      vs $6.892 billion in 1996), reflecting the benefit of
                      the acquisition of approximately $720 million of
                      finance receivables during 1997, which consists of
                      commercial receivables ($534 million) and consumer
                      receivables ($186 million). The increase in
                      investment and other income was primarily
                      attributable to a $22 million gain on the sale of
                      certain underperforming branches in 1997, offset in
                      part by a $7 million gain on the sale of its U.S.
                      small-ticket leasing operation in 1996 and a decrease
                      in capital gains of $3 million. The benefit of these
                      revenue increases were partially offset by a decrease
                      in yields on finance receivables (17.77% in 1997 vs
                      18.52% in 1996), reflecting both decreases in yields
                      on consumer finance receivables and the impact of an
                      increase in lower-yielding commercial receivables.
                      Income increased $3 million due to the benefit of the
                      higher revenues and a decrease in the average cost of
                      borrowed funds (6.39% in 1997 vs 6.88% in 1996),
                      partially offset by an increase in the provision for
                      losses resulting from a higher level of net credit
                      losses to average finance receivables (2.93% in 1997
                      vs 2.82% in 1996), and higher operating expenses
                      related to international expansion and the start-up
                      of centralized sales processing centers in the U.S.
                      and Canada. The increase in the net credit losses to
                      average finance receivables was primarily
                      attributable to an increase in the ratio in the
                      consumer finance business (3.18% in 1997 vs. 2.91% in
                      1996). 

                      In AFS' nonrelated insurance business, revenues
                      increased $18 million, due primarily to higher premiums
                      earned and a higher level of investment income, partially
                      offset by a decrease in capital gains.  Income increased
                      $10 million, due to the higher revenues and a decrease
                      in underwriting expenses in relation to earned premiums.
                      1996 vs. 1995

                      - AFS' revenues and income increased $96 million and
                      $11 million, respectively. Revenues in its finance
                      and related insurance business increased $55 million,
                      primarily as a result of an increase in yields on
                      finance receivables (18.52% in 1996 vs. 18.20% in
                      1995), an increase in earned premiums, and an
                      increase in capital gains (due primarily to a higher
                      volume of sales in the bond investment portfolio),
                      and gains on the sale of certain finance receivables.
                      Income increased $7 million due to the higher
                      revenues and a decrease in the average cost of
                      borrowed funds (6.88% in 1996 vs. 7.32% in 1995).
                      This favorable impact was partially offset by an
                      increase in the ratio of net credit losses to average
                      finance receivables (2.82% in 1996 vs. 2.10% in 1995)
                      and the strengthening of the allowance for credit
                      losses (3.01% of finance receivables at December 31,
                      1996 vs. 2.82% at December 31, 1995). 

<PAGE>7
                      In AFS' nonrelated insurance business, revenues
                      increased $41 million, due primarily to higher
                      premiums earned and investment income. Income
                      increased $4 million, due to the higher revenues as
                      well as an improved underwriting expense ratio (as a
                      percent of earned insurance premiums), partially
                      offset by an increase in the ratio of insurance
                      losses to earned insurance premiums.

LIQUIDITY &           The liquidity and capital resources of Textron's
CAPITAL RESOURCES     (Textron or the Company) operations are best
                      understood by separately considering its
                      independent borrowing groups (Parent Group and
                      Finance Group). The Parent Group consists of
                      Textron's manufacturing businesses, whose
                      financial results are a reflection of the ability
                      to manage and finance the development, production
                      and delivery of tangible goods and services. The
                      Finance Group business involves commercial financing
                      activities. The Finance Group's financial results
                      are a reflection of its ability to provide financial
                      services in a competitive marketplace, at the
                      appropriate pricing, while managing the associated
                      financial risks. The fundamental differences
                      between each borrowing group's activities
                      result in different measures used by investors,
                      rating agencies and analysts.

                      OPERATING CASH FLOWS
                 
                      Textron's financial position remained strong in
                      1997. Cash flows from operations continue to be
                      the primary source of funds for operating needs
                      and capital expenditures of the Parent Group.
                      Operating activities have generated increased cash
                      flow in each of the past three years. The
                      Statement of Cash Flows for each borrowing group
                      detailing the changes in cash balances are on page
                      15. The Parent Group's operating cash flow
                      includes dividends received from the Finance
                      Group. Beginning in late 1997, the methodology
                      used to determine the amount of dividends to be
                      paid to the Parent Group changed from payments
                      based on a percentage of net income to payments
                      based on maintaining a leverage ratio of 6.5 to 1.
                      This change resulted in the availability of
                      additional Finance Group cash flows for the Parent
                      Group in 1997.

                      FINANCING
                          
                      Borrowings are a secondary source of funds for the
                      Parent Group and, along with the collection of
                      finance receivables, are a primary source of funds
                      for the Finance Group. Both the Parent and Finance
                      borrowing groups maintain debt levels considered
                      prudent based on cash flows, interest coverage
                      ratios and ratios of debt to capital. The Parent
                      Group's debt to total capital decreased to 25 % in
                      1997. Both the Parent and Finance Group utilize a
                      broad base of financial sources for their
                      respective liquidity and capital requirements. The
                      Company's strong credit ratings from Moody's and
                      Standard & Poor's provide flexibility in obtaining
                      funds on competitive terms. Credit facilities are
                      summarized on page 20. In addition, at the end of
                      1997, the Parent Group had $311 million available
                      for unsecured debt securities under shelf-
                      registration statements with the Securities and
                      Exchange Commission. The Finance Group has a
                      medium-term note facility of which $92 million
                      was available at year-end 1997. The Company believes
                      that both borrowing groups, individually and in the
                      aggregate, have adequate credit facilities and have
                      available access to capital markets to meet their
                      financing needs. 
                                     
                      Periodically, capital resources are generated through
                      dispositions. In August 1998, Textron announced that
                      it had reached an agreement to sell 
                      AFS to Associats First Capital Corporation
                      for $3.9 billion.  This transactions is
                      subject to regulatory approval and is 
                      expected to close at the end of 1998 or early
                      1999.  In early 1997, Textron completed the
                      sale of its 83.3% owned subsidiary, Paul Revere
                      to Provident Companies Inc. Net proceeds to
                      Textron after adjustments and contingent
                      payments were approximately $800 million
                      (which included the value of shares of
                      Provident common stock subsequently sold for $245
                      million).

                      USES OF CAPITAL
                        
                      Cash flows from operations and borrowing capacity
                      provide both borrowing groups with the flexibility
                      to actively manage acquisitions, dispositions and
                      internal investments in a changing environment.
                      During the past three years, Textron acquired 18
                      companies for an aggregate cost of $1.2 billion.
                      The principal acquisitions in 1997 were the
                      purchase of the Kautex Group, a world-wide
                      supplier of plastic-molded fuel tanks and
                      Brazil-based Brazaco Mapri  Industrias S.A., a 
                      leading maker of fasteners in South America. 
                      In addition, in November 1997, the Company 
                      announced a tender offer to acquire the
                      capital stock of Ransomes PLC, a UK-based
                      equipment manufacturer, for approximately $230
                      million, plus the assumption of debt. This
                      transaction closed in early 1998.

                          Capital spending increased in 1997 by $62
                      million. The increased capital was primarily used to
                      increase automotive capacity and improve
                      manufacturing productivity in the domestic fastening
                      businesses. 1998 capital spending is expected to
                      increase from 1997, as a result of anticipated
                      investments to support increased fastening production
                      and aircraft capacity.

                          On August 11, 1998, Textron announced that its Board
                      of Directors had authorized a new 25 million share
                      repurchase program that supersedes the 8 million shares
                      that remained under its previous authorization.
<PAGE>8
                          In 1997, Textron repurchased 5 million shares of
                      common stock under its Board authorized share repurchase
                      program. Textron's Board of Directors has increased the
                      cash dividend to shareholders by an average annual
                      compound growth rate of 12% since 1992. Textron's Board
                      of Directors raised the dividend per common share to
                      $1.00 in 1997 from $.88 in 1996. Dividend payments
                      to shareholders in 1997 amounted to $202 million. This
                      amount represents an increase of $54 million over 1996.
                      Because 1997 was a 53 week fiscal year for Textron,
                      the 1997 dividend payment amount includes five
                      payments as opposed to 1996 when four payments were
                      paid.

FINANCIAL RISK
 MANAGEMENT
                      INTEREST RATE RISKS
             
                      Textron's financial results could be affected by
                      changes in U.S. and foreign interest rates. As part
                      of managing this risk, the Company enters into
                      interest rate exchange agreements to convert certain
                      variable-rate debt to long-term fixed-rate debt and
                      vice versa. The overall objective of Textron's
                      interest rate risk management is to reduce the risk
                      that near-term earnings could be adversely affected
                      by changes in interest rates while also reducing the
                      overall cost of debt.
                           The Parent Group generally uses these agreements
                      to alter the underlying interest rate and effective
                      maturity of certain variable-rate short-term
                      borrowings (and their anticipated replacements) to
                      that of a fixed-rate debt instrument. By doing so,
                      the Parent Group is able to obtain fixed-rate
                      financing at a lower cost than had fixed-rate debt
                      instruments been issued. The difference between the
                      variable-rate the Parent Group received and the
                      fixed-rate it paid on interest rate exchange
                      agreements increased its reported interest expense by
                      $11 million in 1997, $12 million in 1996 and $14
                      million in 1995.
                           By adjusting the underlying effective interest
                      rate of certain variable-rate debt instruments with
                      fixed-pay interest rate exchange agreements, the
                      Finance Group matches the effective maturity and
                      interest rates of the debt to certain finance
                      receivables to reduce the risk of the interest rate
                      margins declining from increases in interest rates.
                      The difference between the variable-rate the Finance
                      Group received and the fixed-rate it paid on interest
                      rate exchange agreements increased its reported
                      interest expense by $1 million in 1997, $3 million
                      in 1996 and $3 million in 1995. The Finance Group's
                      ratio of variable-rate debt to total debt, after
                      considering the impact of interest rate exchange
                      agreements, was approximately 64% at year-end 1997
                      (67% in 1996).

                      FOREIGN EXCHANGE RISKS
 
                      Textron's financial results could be affected by
                      changes in foreign currency exchange rates or weak
                      economic conditions in the foreign markets in which
                      products are manufactured and sold. The Parent
                      Group's primary currency exposures are the
                      Deutschemark, British pound, Canadian dollar
                      and French franc.
                           Textron's Parent Group manages its foreign
                      currency exposures primarily by funding certain
                      foreign currency denominated assets with liabilities
                      in the same currency and, as such, certain exposures
                      are naturally offset. In addition, as part of
                      managing its foreign currency exposures, Textron
                      enters into foreign currency forward exchange
                      contracts. These agreements are generally used to fix
                      the local currency cost of purchased goods or
                      services or selling prices denominated in currencies
                      other than the functional currency. These contracts
                      are also used to hedge certain assets and liabilities
                      denominated in foreign currencies.

                      QUANTITATIVE RISK MEASURES

                      Textron has used a value-at-risk model to quantify
                      the market risk inherent in its financial instruments
                      at year end. The value-at-risk model is intended to
                      measure the maximum amount of fair value Textron's
                      financial instruments could hypothetically lose over
                      a given time period from adverse movements in
                      interest rates and foreign exchange rates at a 95%
                      confidence level. The model considers financial
                      instruments (finance receivables, debt,
                      interest rate swaps and foreign exchange forward
                      contracts) but not all underlying exposures. The
                      model only assumes adverse market conditions and most
                      likely is not indicative of actual results. The
                      estimated value-at-risk amounts representing the
                      potential loss in value the Company's financial
                      instruments could realize from adverse changes in
                      interest rates and foreign exchange rates for a one
                      day period are not material.
<PAGE>9
OTHER MATTERS         ENVIRONMENTAL
                         
                      As with other industrial enterprises engaged in
                      similar businesses, Textron is involved in a number
                      of remedial actions under various federal and state
                      laws and regulations relating to the environment 
                      which impose liability on companies to clean up, or
                      contribute to the cost of cleaning up, sites on which
                      their hazardous wastes or materials were disposed or
                      released. Expenditures to evaluate and remediate
                      contaminated sites approximated $10 million, $12
                      million and $15 million in 1997, 1996 and 1995,
                      respectively. Textron currently projects that
                      expenditures for remediation will range between $10
                      million and $20 million for each of the years 1998
                      and 1999. 
                           Textron's accrued estimated environmental
                      liabilities are based on assumptions which are
                      subject to a number of factors and uncertainties.
                      Circumstances which can affect the accruals'
                      reliability and precision include identification of
                      additional sites, environmental regulations, level of
                      cleanup required, technologies available, number and
                      financial condition of other contributors to
                      remediation, and the time period over which
                      remediation may occur. Textron believes that any
                      changes to the accruals that may result from these
                      factors and uncertainties will not have a material
                      effect on Textron's net income or financial
                      condition. Textron estimates that its accrued
                      environmental remediation liabilities will likely be
                      paid over the next five to ten years.

                      YEAR 2000 COMPUTER CONVERSION COSTS

                      Many computer programs, including those used by
                      Textron and Textron's suppliers and customers, use
                      only two digits to identify a year, and were not
                      designed to handle years beginning after 1999. These
                      programs, some of which are critical to operations,
                      could fail to properly process data that contain
                      dates after 1999 unless they are modified. Textron
                      commenced a company-wide effort to substantially
                      complete the necessary modifications to our computer
                      programs by early 1999. Textron also is working with
                      its principal suppliers and customers to ensure that
                      problems in their computer programs will not
                      materially affect Textron. The remaining cost of the
                      Year 2000 remediation effort is estimated to be
                      between $25 million - $35 million. Textron believes
                      it is on track to resolve this issue in a timely
                      fashion without having a material adverse effect on
                      its business, operations or financial condition.

                      BACKLOG

                      Textron's commercial backlog was $4.1 billion and
                      $3.1 billion at the end of 1997 and 1996,
                      respectively, and U.S. government backlog was $2.2
                      billion at the end of both of those years. Backlog
                      for the Aircraft segment was approximately 79% and
                      73% of Textron's commercial backlog at the end of
                      1997 and 1996, respectively, and 71% of Textron's
                      U.S. government backlog at the end of both of those 
                      years.
                        

                      FOREIGN MILITARY SALES

                      Certain Textron products are sold through the
                      Department of Defense's Foreign Military Sales
                      Program. In addition, Textron sells directly to
                      select foreign military organizations, primarily
                      Canada. Sales under these programs totaled
                      approximately 4.1% of Textron's consolidated revenues
                      in 1997 and 5.8% in 1996. Such sales, which include
                      spare parts, are made only after approval of
                      applicable United States government agencies.
                

                      NEW ACCOUNTING PRONOUNCEMENTS

                      In 1997, the Statement of Financial Accounting
                      Standards No. 131 "Disclosures about Segments of an
                      Enterprise and Related Information" was issued. This
                      Statement establishes new standards for reporting
                      information about operating segments. This Statement
                      is effective for periods beginning after December 15,
                      1997. Textron is evaluating the impact of this
                      Statement on future segment reporting.
     
                                               * * * * *

                          Forward-looking Information: Certain statements
                      in this Report, and other oral and written statements
                      made by Textron from time to time, are
                      forward-looking statements, including those that
                      discuss strategies, goals, outlook or other
                      non-historical matters; or project revenues, income,
                      returns or other financial measures. These
                      forward-looking statements are subject to risks and
                      uncertainties that may cause actual results to differ
                      materially from those contained in the statements,
                      including the following: (i) continued market demand
                      for the types of products and services produced and
                      sold by Textron, (ii) changes in worldwide economic
                      and political conditions and associated impact on
                      interest and foreign exchange rates, (iii) the level
                      of sales by original equipment manufacturers of
                      vehicles for which Textron supplies parts and (iv) the
                      successful integration of companies acquired by Textron.
                      The statement on Year 2000 Computer Conversion Costs 
                      that appears above is subject to Textron's ability to
                      complete the conversion without unexpected
                      complications and the ability of its suppliers and
                      customers to successfully modify their own programs.
<PAGE>10

REPORT OF
INDEPENDENT AUDITORS  To the Board of Directors and Shareholders
                      Textron Inc.

                      We have audited the accompanying consolidated balance
                      sheets of Textron Inc. as of January 3, 1998 and
                      December 28, 1996, and the related consolidated
                      statements of income, cash flows and changes in
                      shareholders' equity for each of the three years in
                      the period ended January 3, 1998. These financial
                      statements are the responsibility of the Company's
                      management. Our responsibility is to express an
                      opinion on these financial statements based on our
                      audits.
                          We conducted our audits in accordance with
                      generally accepted auditing standards. Those
                      standards require that we plan and perform the audit
                      to obtain reasonable assurance about whether the
                      financial statements are free of material
                      misstatement. An audit includes examining, on a test
                      basis, evidence supporting the amounts and
                      disclosures in the financial statements. An audit
                      also includes assessing the accounting principles
                      used and significant estimates made by management, as
                      well as evaluating the overall financial statement
                      presentation. We believe that our audits provide a
                      reasonable basis for our opinion.
                          In our opinion, the consolidated financial
                      statements referred to above present fairly, in all
                      material respects, the consolidated financial
                      position of Textron Inc. at January 3, 1998 and
                      December 28, 1996, and the consolidated results of
                      its operations and its cash flows for each of the
                      three years in the period ended January 3, 1998, in
                      conformity with generally accepted accounting
                      principles.

                      /s/ERNST & YOUNG LLP


                      Boston, Massachusetts
                      January 27, 1998, except for note 21, as to which the
                      date is August 11, 1998.

<PAGE>11
<TABLE>
<CAPTION>
STATEMENT OF INCOME
For each of the three years in the period ended January 3, 1998                                   CONSOLIDATED              
                                                                                      ---------------------------------
(In millions except per share amounts)                                                   1997          1996         1995
- - ----------------------------------------------------------------------------------------------------------------------
<S>                                                                                    <C>            <C>           <C>
REVENUES
Manufacturing sales                                                                    $ 8,333        $7,179        $6469
Finance revenues                                                                           350           327          311
 -----------------------------------------------------------------------------------------------------------------------
  Total revenues                                                                         8,683         7,506       6,780
 -----------------------------------------------------------------------------------------------------------------------
COSTS AND EXPENSES
Cost of sales                                                                            6,836         5,837         5,295
Selling and administrative                                                                 894           808           727
Interest                                                                                   282           295           325
Provision for losses on collection of finance receivables                                   23            26            20
- - ------------------------------------------------------------------------------------------------------------------------
  Total costs and expenses                                                               8,035         6,966         6,367
- - ------------------------------------------------------------------------------------------------------------------------
                                                                                           648           540           413
Pretax income of the Finance Group                                                           -             -             -  
- - ------------------------------------------------------------------------------------------------------------------------
Income from continuing operations before income taxes and
  distributions on  preferred securities of subsidiary trust                               648           540           413
Income taxes                                                                              (250)         (211)         (16) 
Distributions on preferred securities of subsidiary trust,
  net of income taxes                                                                      (26)          (23)            -
- - ------------------------------------------------------------------------------------------------------------------------
Income from continuing operations                                                          372           306           248
Discontinued operations, net of income taxes:
  Income from operations                                                                   186           192           231
  Loss on disposal                                                                           -          (245)            -
- - -------------------------------------------------------------------------------------------------------------------------
                                                                                           186           (53)          231
- - ------------------------------------------------------------------------------------------------------------------------
NET INCOME                                                                               $ 558         $ 253         $ 479
===========================================================================================================================
PER COMMON SHARE**:
BASIC:
  INCOME FROM CONTINUING OPERATIONS                                                     $ 2.25        $ 1.82        $ 1.45
  Discontinued operations                                                                 1.13          (.31)         1.37
- - -----------------------------------------------------------------------------------------------------------------------
  NET INCOME                                                                            $ 3.38        $ 1.51        $ 2.82
========================================================================================================================
DILUTED:
  INCOME FROM CONTINUING OPERATIONS                                                     $ 2.19        $ 1.78        $ 1.43
  Discontinued operations                                                                 1.10          (.31)         1.34
- - --------------------------------------------------------------------------------------------------------------------------
  NET INCOME                                                                            $ 3.29        $ 1.47        $ 2.77
==========================================================================================================================
</TABLE>

*"Parent Group" includes all entities of Textron (primarily manufacturing) other
than its commercial finance subsidiary (TFC). The Parent Group's investment in
Textron's commercial finance subsidiary is reflected on a one-line basis under
the equity method of accounting. "Finance Group" consists of Textron's
wholly-owned commercial finance subsidiary, TFC. All significant transactions
between the Parent Group and the Finance Group have been eliminated from the
"Consolidated" column. The principles of consolidation are described in Note 1
to the consolidated financial statements.

**Reflects the effect of the two-for-one stock split in the form of a stock
dividend in May 1997.

See notes to the consolidated financial statements.

<PAGE>12
<TABLE>
<CAPTION>

STATEMENT OF INCOME
For each of the three years in the period ended January 3, 1998                PARENT GROUP*          FINANCE GROUP
- - -------------------------------------------------------------------------------------------------------------------------
(In millions except per share amounts)                                    1997      1996    1995    1997      1996    1995
- - -------------------------------------------------------------------------------------------------------------------------
<S>                                                                     <C>       <C>     <C>    <C>        <C>     <C> 
REVENUES
Manufacturing sales                                                     $8,333    $7,179  $6,469 $     -    $    -  $    -
Finance revenues                                                             -         -       -     350       327     311
- - -------------------------------------------------------------------------------------------------------------------------
  Total revenues                                                         8,333     7,179   6,469     350       327     311
- - -------------------------------------------------------------------------------------------------------------------------
COSTS AND EXPENSES
Cost of sales                                                            6,836     5,837   5,295       -         -       -
Selling and administrative                                                 828       750     671      66        58      56
Interest                                                                   129       148     178     153       147     147
Provision for losses on collection of finance receivables                    -         -       -      23        26      20
- - --------------------------------------------------------------------------------------------------------------------------
  Total costs and expenses                                               7,793     6,735   6,144     242       231    223 
- - ---------------------------------------------------------------------------------------------------------------------------
                                                                            540       444     325     108        96     88 
Pretax income of the Finance Group                                          108        96      88       -         -      - 
- - --------------------------------------------------------------------------------------------------------------------------
Income from continuing operations before income taxes and
  distributions on preferred securities of subsidiary trust                 648       540     413     108        96     88 
Income taxes                                                               (250)     (211)   (165)    (40)      (38)   (34)
Distributions on preferred securities of subsidiary trust,
  net of income taxes                                                       (26)      (23)      -       -         -      - 
- - ---------------------------------------------------------------------------------------------------------------------------
Income from continuing operations                                           372       306     248      68        58     54
Discontinued operations, net of income taxes:
  Income from operations                                                    186       192     231       -         -      - 
  Loss on disposal                                                            -      (245)      -       -         -      - 
- - ---------------------------------------------------------------------------------------------------------------------------
                                                                            186       (53)    231       -         -      - 
- - ---------------------------------------------------------------------------------------------------------------------------
NET INCOME                                                                $ 558     $ 253   $ 479   $  68     $  58  $  54 
===========================================================================================================================
</TABLE>

*"Parent Group" includes all entities of Textron (primarily manufacturing) other
than its commercial finance subsidiary (TFC). The Parent Group's investment in
Textron's commercial finance subsidiary is reflected on a one-line basis under
the equity method of accounting. "Finance Group" consists of Textron's
wholly-owned commercial finance subsidiary, TFC. All significant transactions
between the Parent Group and the Finance Group have been eliminated from the
"Consolidated" column. The principles of consolidation are described in Note 1
to the consolidated financial statements.

See notes to the consolidated financial statements.

<PAGE>13
<TABLE>
<CAPTION>
                                      
Balance Sheet
As of January 3, 1998 and December 28, 1996
(Dollars in millions)                                                              1997            1996
- - ------------------------------------------------------------------------------------------------------
ASSETS                                                                                        
PARENT GROUP                                                                                  
<S>                                                                              <C>              <C>
Cash                                                                             $    30          $   24
Commercial and U.S. government receivables - net                                     920             882
Inventories                                                                        1,349           1,192
Investment in discontinued operations                                              1,214           1,958
Other current assets                                                                 185             231
- - ------------------------------------------------------------------------------------------------------ 
  TOTAL PARENT GROUP CURRENT ASSETS                                                3,698           4,287
- - -------------------------------------------------------------------------------------------------------
Property, plant, and equipment - net                                               1,761           1,454
Goodwill - net                                                                     1,567           1,466
Other assets                                                                       1,126           1,038
- - -------------------------------------------------------------------------------------------------------
  TOTAL PARENT GROUP ASSETS                                                        8,152           8,245
- - -------------------------------------------------------------------------------------------------------
FINANCE GROUP                                                                                 
Cash                                                                                  13               7
Finance receivables - net                                                          2,993           3,094
Other assets                                                                         172             168
- - -------------------------------------------------------------------------------------------------------
  TOTAL FINANCE GROUP ASSETS                                                       3,178           3,269
- - -------------------------------------------------------------------------------------------------------
  TOTAL COMPANY ASSETS                                                           $11,330          $11,514
==========================================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY                                                          
LIABILITIES                                                                                   
PARENT GROUP                                                                                  
Current portion of long-term debt and short-term debt                            $   476          $  960
Accounts payable                                                                     812             724
Accrued liabilities                                                                  853             812
- - -------------------------------------------------------------------------------------------------------
  TOTAL PARENT GROUP CURRENT LIABILITIES                                           2,141           2,496
- - -------------------------------------------------------------------------------------------------------
Accrued postretirement benefits other than pensions                                  766             782
Other liabilities                                                                  1,195           1,166
Long-term debt                                                                       745             547
- - -------------------------------------------------------------------------------------------------------
  TOTAL PARENT GROUP LIABILITIES                                                   4,847           4,991
- - -------------------------------------------------------------------------------------------------------
Finance Group                                                                                 
Other liabilities                                                                     88             101
Deferred income taxes                                                                319             315
Debt                                                                               2,365           2,441
- - -------------------------------------------------------------------------------------------------------
  TOTAL FINANCE GROUP LIABILITIES                                                  2,772           2,857
- - -------------------------------------------------------------------------------------------------------
  TOTAL COMPANY LIABILITIES                                                        7,619           7,848
- - -------------------------------------------------------------------------------------------------------
TEXTRON - OBLIGATED MANDATORILY REDEEMABLE PREFERRED SECURITIES OF SUBSIDIARY
    TRUST HOLDING SOLELY TEXTRON JUNIOR SUBORDINATED DEBT SECURITIES                 483             483
SHAREHOLDERS' EQUITY                                                                          
Capital stock:                                                                                
 Preferred stock:                                                                             
  $2.08 Cumulative Convertible Preferred Stock, Series A
    (liquidation value - $14)                                                          6               7
  $1.40 Convertible Preferred Dividend Stock, Series B
    (preferred only as to dividends)                                                   7               7
 Common stock (190,689,000 and 94,456,000 shares issued)                              24              12
Capital surplus                                                                      830             793
Retained earnings                                                                  3,362           2,969
Other                                                                               (62)               7
- - -------------------------------------------------------------------------------------------------------
                                                                                   4,167           3,795
  Less cost of treasury shares                                                       939             612
- - -------------------------------------------------------------------------------------------------------
  TOTAL SHAREHOLDERS' EQUITY                                                       3,228           3,183
- - -------------------------------------------------------------------------------------------------------
  TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                     $11,330          $11,514
=========================================================================================================
</TABLE>
See notes to the consolidated financial statements.


<PAGE>14
<TABLE>
<CAPTION>
STATEMENT OF CASH FLOWS

For each of the three years in the period ended January 3, 1998                                       CONSOLIDATED          
                                                                                          ----------------------------------
(In millions)                                                                               1997          1996          1995 
- - --------------------------------------------------------------------------------------------------------------------------
<S>                                                                                        <C>           <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Income from continuing operations                                                          $ 372         $ 306         $ 248    
Adjustments to reconcile income from continuing operations to
   net cash provided by operating activities:
     Earnings of Finance Group (greater than) less than distributions                          -             -             - 
     Dividends received from discontinued operations                                         108            95            99
     Depreciation                                                                            246           205           177 
     Amortization                                                                             64            62            57 
     Provision for losses on receivables                                                      25            29            26 
     Deferred income taxes                                                                    68            15            24 
     Changes in assets and liabilities excluding those related 
        to acquisitions and divestitures:
          Decrease (increase) in commercial and U.S. government 
            receivables                                                                       44           (33)          (40)
          Increase in inventories                                                            (89)          (33)          (28)
          Decrease (increase) in other assets                                                (67)         (110)           26 
          Increase in accounts payable                                                        74            62            65 
          Increase (decrease) in accrued liabilities                                        (103)           74           (69)
     Other - net                                                                               1           (16)           44 
- - ---------------------------------------------------------------------------------------------------------------------------
  NET CASH PROVIDED BY OPERATING ACTIVITIES                                                  743           656           629 
- - ----------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of investments                                                                     251             6            30 
Proceeds from disposition of investments                                                       -            (5)           (9)
Finance receivables:
  Originated or purchased                                                                 (2,712)       (2,287)       (1,965)
  Repaid or sold                                                                           2,441         2,088         1,770
  Proceeds on sales of securitized assets                                                    373             -             - 
Cash used in acquisitions                                                                   (364)         (216)         (212)
Proceeds from sales of businesses                                                            549           180             - 
Capital expenditures                                                                        (374)         (312)         (258)
Other investing activities - net                                                              48            24            33  
- - ----------------------------------------------------------------------------------------------------------------------------
  NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES                                           212          (522)         (611) 
- - ----------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase (decrease) in short-term debt                                                      (425)          (85)          200 
Proceeds from issuance of long-term debt                                                     401           345           593 
Principal payments on long-term debt                                                        (427)         (499)         (567)
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                                                       38            42            42 
Purchases of Textron common stock                                                           (299)         (266)         (100)
Purchases of Textron common stock from Paul Revere                                           (29)          (34)          (22)
Dividends paid                                                                              (202)         (148)         (133)
Dividends paid to Parent Group                                                                 -             -             - 
- - ----------------------------------------------------------------------------------------------------------------------------
  NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES                                          (943)         (162)           13  
- - ----------------------------------------------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN CASH                                                               12           (28)           31  
Cash at beginning of year                                                                     31            59            28  
- - ----------------------------------------------------------------------------------------------------------------------------
Cash at end of year                                                                         $ 43          $ 31          $ 59  
- - ----------------------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL INFORMATION:
Cash paid during the year for interest                                                     $ 293         $ 289         $ 303  
Cash paid during the year for income taxes                                                   156           167           151  
- - ----------------------------------------------------------------------------------------------------------------------------
</TABLE>

*"Parent Group" includes all entities of Textron (primarily manufacturing) other
than its commercial finance subsidiary (TFC). The Parent Group's investment in
Textron's commercial finance subsidiary is reflected on a one-line basis under
the equity method of accounting. "Finance Group" consists of Textron's
wholly-owned commercial finance subsidiary, TFC. All significant transactions
between the Parent Group and the Finance Group have been eliminated from the
"Consolidated" column. The principles of consolidation are described in Note 1
to the consolidated financial statements.



See notes to the consolidated financial statements.


<PAGE>15
<TABLE>
<CAPTION>

STATEMENT OF CASH FLOWS
For each of the three years in the period ended January 3, 1998        PARENT GROUP*                 FINANCE GROUP
- - ----------------------------------------------------------------------------------------------------------------------
(In millions)                                                     1997      1996      1995      1997      1996      1995
- - -----------------------------------------------------------------------------------------------------------------------
<S>                                                            <C>       <C>        <C>       <C>       <C>      <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Income from continuing operations                              $   372   $   306    $  248   $    68   $    58   $    54
Adjustment to reconcile income from continuing operations to
  net cash provided by operating activities:
    Earnings of Finance Group (greater than) less than
      distributions                                                  6       (30)      (28)        -         -         -
    Dividends received from discontinued operations                108        95        99         -         -         -
    Depreciation                                                   243       202       175         3         3         2
    Amortization                                                    56        54        46         8         8        11
    Provision for losses on receivables                              2         3         4        23        26        23
    Deferred income taxes                                           61         6        18         7         9         6
    Changes in assets and liabilities excluding those related
      to acquisitions and divestitures:
        Decrease (increase) in commercial and U.S. government 
          receivables                                               44       (33)      (40)         -         -         -
        Increase in inventories                                    (89)      (33)      (28)         -         -         -
        Decrease (increase) in other assets                        (54)     (123)       49         (1)        4        (1)
        Increase (decrease) in accounts payable                     70        66        58        (12)        3       (17)
        Increase (decrease) in accrued liabilities                 (99)       70      (116)        (4)        2        17
    Other - net                                                      8        (7)       49         (7)       (8)       (4)
- - ------------------------------------------------------------------------------------------------------------------------
  NET CASH PROVIDED BY OPERATING ACTIVITIES                        728       576       534         85       105        91
- - ------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of investments                                             -        (5)       (9)        -         -         -
Proceeds from disposition of investments                           251         6        30          -         -         -
Finance receivables:
  Originated or purchased                                            -         -         -     (2,712)   (2,287)   (1,965)
  Repaid or sold                                                     -         -         -      2,444     2,091     1,802
  Proceeds on sales of securitized assets                            -         -         -        373         -         -
Cash used in acquisitions                                         (364)     (216)     (212)         -         -         -
Proceeds from sales of businesses                                  549       180         -          -         -         -
Capital expenditures                                              (366)     (309)     (256)        (8)       (3)       (2)
Other investing activities - net                                    35        28        12         14        (3)       21
- - ------------------------------------------------------------------------------------------------------------------------
  NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES                 105      (316)     (435)       111       (202)     (144)
- - -------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase (decrease) in short-term debt                            (484)      (90)      131         59         5        69
Proceeds from issuance of long-term debt                           201         -       132        200       345       461
Principal payments on long-term debt                               (52)     (279)     (113)      (375)     (220)     (454)
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                             38        42        42          -         -         -
Purchases of Textron common stock                                 (299)     (266)     (100)         -         -         -
Purchases of Textron common stock from Paul Revere                 (29)      (34)      (22)         -         -         -
Dividends paid                                                    (202)     (148)     (133)         -         -         -
Dividends paid to Parent Group                                       -         -         -        (74)      (29)      (27)
- - ------------------------------------------------------------------------------------------------------------------------
  NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES                (827)     (292)      (63)      (190)      101        49
- - ------------------------------------------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN CASH                                      6       (32)       36          6         4        (4)
Cash at beginning of year                                           24        56        20          7         3         7
- - ------------------------------------------------------------------------------------------------------------------------
Cash at end of year                                            $    30   $    24    $   56    $    13   $     7   $     3
==========================================================================================================================
SUPPLEMENTAL INFORMATION:
Cash paid during the year for interest                         $   140   $   140    $  161    $   153   $   149   $   142
Cash paid during the year for income taxes                         112       142       131         44        25        20
==========================================================================================================================
</TABLE>

*"Parent Group" includes all entities of Textron (primarily manufacturing) other
than its commercial finance subsidiary (TFC). The Parent Group's investment in
Textron's commercial finance subsidiary is reflected on a one-line basis under
the equity method of accounting. "Finance Group" consists of Textron's
wholly-owned commercial finance subsidiary, TFC. All significant transactions
between the Parent Group and the Finance Group have been eliminated from the
"Consolidated" column. The principles of consolidation are described in Note 1
to the consolidated financial statements.


See notes to the consolidated financial statements.


<PAGE>16
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                         SHARES OUTSTANDING*                              DOLLARS
                                                           (In thousands)                              (In millions)
                                                ----------------------------------         ---------------------------------
For each of the three years in the
period ended January 3, 1998                      1997          1996         1995             1997         1996          1995
- - ----------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>           <C>          <C>            <C>          <C>         <C> 
$2.08 PREFERRED STOCK
Beginning balance                                  243           267          297          $    7       $    8        $    9
Conversion to common stock                         (42)          (24)         (30)             (1)          (1)           (1)
- - ---------------------------------------------------------------------------------------------------------------------------
Ending balance                                     201           243          267          $    6       $    7        $    8
- - ---------------------------------------------------------------------------------------------------------------------------
$1.40 PREFERRED STOCK
Beginning balance                                  107           118          126          $    7       $    7        $    7
Conversion to common stock                         (15)          (11)          (8)              -            -             -
- - ---------------------------------------------------------------------------------------------------------------------------
Ending balance                                      92           107          118          $    7       $    7        $    7
- - ---------------------------------------------------------------------------------------------------------------------------
COMMON STOCK
Beginning balance                               82,809        84,935       85,497          $   12       $   12        $   12
Purchases                                       (4,103)       (3,193)      (1,734)              -            -             -
Stock dividend declared                         82,397             -            -              12            -             -
Conversion of preferred stock to
   common stock                                    166            71           81               -            -             -
Exercise of stock options                        1,066           923        1,091               -            -             -
Other issuances of common stock                      8            73            -               -            -             -
- - ---------------------------------------------------------------------------------------------------------------------------
Ending balance                                 162,343        82,809       84,935          $   24       $   12        $   12
- - ---------------------------------------------------------------------------------------------------------------------------
CAPITAL SURPLUS
Beginning balance                                                                          $  793       $  750        $  702
Conversion of preferred stock to common stock                                                   1            1             1
Exercise of stock options and other issuances                                                  48           48            47
Stock dividend declared                                                                       (12)           -             -
Purchases of common stock                                                                       -           (6)            -
- - ---------------------------------------------------------------------------------------------------------------------------
Ending balance                                                                             $  830       $  793        $  750
- - ---------------------------------------------------------------------------------------------------------------------------
RETAINED EARNINGS
Beginning balance                                                                          $2,969       $2,864        $2,518
Net income                                                                                    558          253           479
Dividends declared:
  Preferred stock                                                                              (1)          (1)           (1)
  Common stock (per share: $1.00 in 1997;
     $.88 in 1996; and $.78 in 1995)                                                         (164)        (147)         (132)
- - ---------------------------------------------------------------------------------------------------------------------------
Ending balance                                                                             $3,362       $2,969        $2,864
- - --------------------------------------------------------------------------------------------------------------------------
TREASURY STOCK
Beginning balance                                                                          $  612       $  358        $  258
Purchases of common stock                                                                     328          259           100
Issuance of common stock                                                                       (1)          (5)            -
- - ---------------------------------------------------------------------------------------------------------------------------
Ending balance                                                                             $  939       $  612        $  358
- - ---------------------------------------------------------------------------------------------------------------------------
OTHER
Beginning balance                                                                          $    7       $  129        $ (108)
Currency translation adjustment                                                               (73)          35             5
Securities valuation adjustment                                                                 4         (155)         216**
Pension liability adjustment                                                                    -           (2)            3
Shares allocated to ESOP participants' accounts                                                 -            -            13
- - ---------------------------------------------------------------------------------------------------------------------------
Ending balance                                                                             $  (62)      $    7        $  129
- - ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

*Shares issued at the end of 1997, 1996, 1995, and 1994 were as follows (in
 thousands): $2.08 Preferred - 270; 312; 336; and 366 shares, respectively; 
 $1.40 Preferred - 579; 594; 604; and 613 shares, respectively; 
 Common - 190,689; 94,456; 93,462; and 92,284 shares, respectively. 

**Includes net unrealized gains relating to the transfer of all of Paul 
  Revere's debt securities from the held to maturity category to the available 
  for sale category of its investment portfolio ($133 million) partially 
  offset by an adjustment to deferred policy acquisition costs ($73 million). 

See notes to consolidated financial statements.

<PAGE>17

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. FINANCIAL STATEMENT     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
   PRESENTATION 
                           SIGNIFICANT ACCOUNTING POLICIES APPEAR IN CAPITAL
                           LETTERS AS AN INTEGRAL PART OF THE NOTES TO THE
                           FINANCIAL STATEMENTS TO WHICH THE POLICIES RELATE.

                           NATURE OF OPERATIONS AND PRINCIPLES OF CONSOLIDATION

                           Textron is a global multi-industry company with
                           manufacturing and finance operations. Its principal
                           markets (listed within segments in order of the
                           amount of 1997 revenues) and the major locations
                           of such markets are as follows:
<TABLE>
<CAPTION>

                           SEGMENT       PRINCIPAL MARKETS                                                 MAJOR LOCATIONS
                          --------------------------------------------------------------------------------------------------
                          <S>            <C>                                                                 <C>      
                           AIRCRAFT      - Commercial and military helicopters                               - North America
                                         - Business jets                                                     - Asia/Pacific
                                         - General aviation                                                  - South America
                                         - Overnight express package carriers                                - Western Europe
                                         - Commuter airlines, relief flights, tourism, and freight
                          ----------------------------------------------------------------------------------------------------
                           AUTOMOTIVE    - Automotive original equipment manufacturers and their suppliers   - North America
                                                                                                             - Western Europe
                           ---------------------------------------------------------------------------------------------------

                           INDUSTRIAL    - Fastening systems:  automotive, electronics, aerospace,           - North America
                                           other OEMs, distributors, and consumers                           - Western Europe
                                         - Industrial components:  commercial aerospace and defense          - Asia/Pacific
                                         - Golf and turf-care products:  golf courses, resort                - South America
                                           communities, and commercial and industrial users              
                                         - Fluid and power systems:  original equipment manufacturers,
                                           distributors, and end-users of a wide variety of products
                          -----------------------------------------------------------------------------------------------------
                           FINANCE       - Commercial loans                                                 - North America
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                               The consolidated financial statements include the
                           accounts of Textron and all of its majority- and
                           wholly-owned subsidiaries. All significant
                           intercompany transactions are eliminated. Paul Revere
                           is reflected as a discontinued operation for 1996 and
                           1995 and Avco Financial Services is reflected
                           as a discontinued operation for all periods
                           presented.
                               Textron consists of two borrowing groups - the
                           Textron Parent Company Borrowing Group (Parent Group)
                           and Textron's finance subsidiary (Finance Group).
                           The Parent Group consists of all entities of Textron
                           (primarily manufacturing) other than its wholly-owned
                           finance subsidiary.  The Finance Group consists of
                           Textron Financial Corporation (TFC).
                               The preparation of financial statements in
                           conformity with generally accepted accounting
                           principles requires management to make estimates and
                           assumptions that affect the amounts reported in these
                           statements and accompanying notes. Consequently,
                           actual results could differ from such estimates.

2. ACQUISITIONS AND        ACQUISITIONS
   DISPOSITIONS                                      
                           In 1997, Textron acquired Germany-based Kautex
                           Group, a worldwide supplier of blow-molded plastic
                           fuel tanks and other automotive components and
                           systems for approximately $350 million, which
                           includes the assumption of debt. In addition,
                           Textron acquired Brazil-based Brazaco Mapri
                           Industrias, S.A., South America's leading maker
                           of fasteners. The purchase price of $70 million
                           is payable on or before March 31, 1998. Smaller
                           acquisitions made in 1997 aggregated
                           approximately $70 million.               
        
                                In November 1997, Textron announced a tender  
                           offer to acquire the capital stock of Ransomes PLC,
                           a UK-based equipment manufacturer, for approximately
                           $230 million, plus the assumption of debt. This
                           transaction closed in early 1998.             
<PAGE>18
                               In 1996, Textron acquired Valois Industries
                           (renamed Textron Industries, S.A.S.), a France-based
                           manufacturer of engineered fastening systems for
                           approximately $240 million, which includes the
                           assumption of debt. Other acquisitions made in 1996
                           aggregated approximately $130 million.
                               In 1995, Textron acquired Elco Industries and
                           Friedr. Boesner GmbH for an aggregate of 
                           approximately $260 million.
                               The acquisitions were accounted for as purchases
                           and accordingly, the results of operations of each
                           acquired company are included in the statement of
                           income from the date of acquisition.

                           DISPOSITIONS

                           In 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 the value
                           of shares of Provident common stock subsequently sold
                           for $245 million). In 1996, the Parent Group sold,
                           for no gain or loss, its Aerostructures division for
                           $180 million in cash plus a subordinated note.

  
3. FINANCE RECEIVABLES     INTEREST INCOME IS RECOGNIZED IN REVENUES USING
                           THE INTEREST METHOD. DIRECT LOAN ORIGINATION COSTS
                           AND FEES RECEIVED ARE DEFERRED AND AMORTIZED OVER
                           THE LOANS' CONTRACTUAL LIVES. THE ACCRUAL OF
                           INTEREST INCOME IS SUSPENDED FOR ACCOUNTS WHICH
                           ARE CONTRACTUALLY DELINQUENT BY MORE THAN THREE
                           MONTHS.  ACCRUAL OF INTEREST ON
                           COMMERCIAL LOANS RESUMES AND SUSPENDED INTEREST
                           INCOME IS RECOGNIZED WHEN LOANS BECOME CONTRACTUALLY
                           CURRENT.

                           FINANCE RECEIVABLES ARE WRITTEN-OFF WHEN THEY ARE 
                           DETERMINED TO BE UNCOLLECTIBLE.  FINANCE RECEIVABLES
                           ARE WRITTEN DOWN TO THE FAIR VALUE OF THE RELATED
                           COLLATERAL (LESS ESTIMATED COSTS TO SELL) WHEN THE
                           COLLATERAL IS REPOSSESSED OR WHEN NO
                           PAYMENT HAS BEEN RECEIVED FOR SIX MONTHS, UNLESS 
                           MANAGEMENT DEEMS THE LOANS COLLECTIBLE. FORECLOSED
                           REAL ESTATE LOANS AND REPOSSESSED ASSETS ARE 
                           TRANSFERRED FROM FINANCE RECEIVABLES TO OTHER
                           ASSETS AT THE LOWER OF FAIR VALUE (LESS ESTIMATED
                           COSTS TO SELL) OR THE OUTSTANDING LOAN BALANCE.

                               PROVISIONS FOR LOSSES ON FINANCE RECEIVABLES ARE
                           CHARGED TO INCOME IN AMOUNTS SUFFICIENT TO MAINTAIN
                           THE ALLOWANCE AT A LEVEL CONSIDERED ADEQUATE TO COVER
                           LOSSES IN THE EXISTING RECEIVABLE PORTFOLIO.
                           MANAGEMENT EVALUATES THE ALLOWANCE BY EXAMINING
                           CURRENT DELINQUENCIES, THE CHARACTERISTICS OF THE
                           EXISTING ACCOUNTS, HISTORICAL LOSS EXPERIENCE, THE
                           VALUE OF THE UNDERLYING COLLATERAL, AND GENERAL
                           ECONOMIC CONDITIONS AND TRENDS.

                               Commercial installment contracts have initial
                           terms ranging from one to 12 years. Commercial real
                           estate loans have initial terms ranging from three to
                           five years. Finance leases have initial terms up to
                           12 years. Leveraged leases have initial terms up to
                           approximately 30 years. Floorplan and other
                           receivables generally mature within one year.
                           Nonearning commercial loans were $87 million at the
                           end of 1997 ($91 million at the end of 1996).

                               The following table displays the contractual
                           maturity of the finance receivables. It does not
                           necessarily reflect future cash collections because
                           of various factors including the refinancing of
                           receivables and repayments prior to maturity. Cash
                           collections from receivables, excluding finance
                           charges, were $2.3 billion and $2.1 billion in 1997
                           and 1996, respectively. In the same periods, the
                           ratio of cash collections to average net receivables
                           was approximately 76% and 69%, respectively.


<TABLE>
<CAPTION>
                                                                                                        FINANCE RECEIVABLES
                                                             CONTRACTUAL MATURITIES           LESS          OUTSTANDING
- - -----------------------------------------------------------------------------------------  FINANCE    ---------------------
                           (In millions)                 1998         1999  After 1999       CHARGES        1997       1996
- - -----------------------------------------------------------------------------------------  -----------  --------------------
                           <S>                         <C>          <C>         <C>          <C>           <C>        <C>

                           Installment contracts          328          242         728          157          1,141      1,023
                           Real estate loans               57           54         236            2            345        402
                           Finance leases                 118          109         251           86            392        789
                           Leveraged leases                10           33         570          283            330        327
                           Floorplan and other 
                            receivables                   553          122         191            5            861        628
- --------------------------------------------------------------------------------------------------

                                                       $1,066       $  560      $1,976       $  533          3,069      3,169
===================================================================================================
                           Less allowance for credit 
                            losses                                                                              76         75
- - ----------------------------------------------------------------------------------------------------------------------------

                                                                                                           $2,993    $ 3,094
=============================================================================================================================
</TABLE>

                               Textron had both fixed-rate and variable-rate
                           loan commitments totaling $376 million at year-end
                           1997. Because interest rates on these commitments are
                           not set until the loans are funded, Textron is not
                           exposed to interest rate changes.
<PAGE>19
                               A portion of TFC's business involves financing
                           the sale and lease of Textron products. In 1997,
                           1996, and 1995, TFC paid Textron $736 million, $663
                           million, and $461 million, respectively, for
                           receivables and operating lease equipment. Operating
                           agreements with Textron specify that TFC generally
                           has recourse to Textron with respect to these
                           purchases. At year-end 1997, finance receivables and
                           operating lease equipment of $519 million and $90
                           million, respectively, ($713 million and $86 million,
                           respectively, at year-end 1996) were due from Textron
                           or subject to recourse to Textron.



4. INVENTORIES        INVENTORIES ARE CARRIED AT THE LOWER OF COST OR
                      MARKET.

<TABLE>                          
<CAPTION>
                                                                                                JANUARY 3,    December 28,
                           (In millions)                                                            1998            1996
- --------------------------------------------------------------------------------------------------------------------------
                           <S>                                                                  <C>            <C>
                           Finished goods                                                          $ 454           $ 364
                           Work in process                                                           675             769
                           Raw materials                                                             366             259
- - ------------------------------------------------------------------------------------------------------------------------

                                                                                                   1,495           1,392
                           Less progress payments and customer deposits                              146             200
- - ------------------------------------------------------------------------------------------------------------------------

                                                                                                  $1,349          $1,192
=========================================================================================================================
</TABLE>
                          Inventories aggregating $894 million at year-end
                      1997 and $848 million at year-end 1996 were valued by
                      the last-in, first-out (LIFO) method. (Had such LIFO
                      inventories been valued at current costs, their
                      carrying values would have been approximately $159
                      million and $143 million higher at those respective
                      dates.) The remaining inventories, other than those
                      related to certain long-term contracts, are valued
                      generally by the first-in, first-out method.
                      Inventories related to  long-term contracts, net
                      of progress payments and customer deposits, were $147
                      million at year-end 1997 and $181 million at year-end
                      1996.

5. LONG-TERM          SALES UNDER FIXED-PRICE CONTRACTS ARE GENERALLY
   CONTRACTS          RECORDED AS DELIVERIES ARE MADE. CERTAIN LONG-TERM
                      FIXED-PRICE CONTRACTS PROVIDE FOR THE PERIODIC
                      DELIVERY AFTER A LENGTHY PERIOD OF TIME OVER WHICH
                      SIGNIFICANT COSTS ARE INCURRED OR REQUIRE A
                      SIGNIFICANT AMOUNT OF DEVELOPMENT EFFORT IN
                      RELATION TO TOTAL CONTRACT VOLUME. SALES UNDER
                      THOSE CONTRACTS AND ALL COST-REIMBURSEMENT-TYPE
                      CONTRACTS ARE RECORDED AS COSTS ARE INCURRED.
                      SALES UNDER THE V-22 PRODUCTION CONTRACT WITH THE
                      U.S. GOVERNMENT, WHICH PRESENTLY IS A
                      COST-REIMBURSEMENT-TYPE CONTRACT, ARE RECORDED AS
                      COSTS-ARE INCURRED. 
                          
                         CERTAIN CONTRACTS ARE AWARDED WITH FIXED-PRICE
                      INCENTIVE FEES. INCENTIVE FEES ARE CONSIDERED WHEN
                      ESTIMATING REVENUES AND PROFIT RATES, AND ARE
                      RECORDED WHEN THESE AMOUNTS ARE REASONABLY
                      DETERMINED. LONG-TERM CONTRACT PROFITS ARE BASED ON
                      ESTIMATES OF TOTAL SALES VALUE AND COSTS AT
                      COMPLETION. SUCH ESTIMATES ARE REVIEWED AND REVISED
                      PERIODICALLY THROUGHOUT THE CONTRACT LIFE. REVISIONS
                      TO CONTRACT PROFITS ARE RECORDED WHEN THE REVISIONS
                      ARE MADE. ESTIMATED CONTRACT LOSSES ARE RECORDED WHEN
                      IDENTIFIED.

                          Long-term contract receivables at year-end 1997
                      and year-end 1996 totaled $146 million and $127
                      million, respectively. This includes $111 million and
                      $56 million, respectively, of unbilled costs and
                      accrued profits that had not yet met the contractual
                      billing criteria. Long-term contract receivables do
                      not include significant amounts (a) billed but unpaid
                      due to contractual retainage provisions or (b)
                      subject to collection uncertainty.

6. PROPERTY, PLANT,   THE COST OF PROPERTY, PLANT, AND EQUIPMENT IS
   AND EQUIPMENT      DEPRECIATED BASED ON THE ASSETS' ESTIMATED USEFUL
                      LIVES.
<TABLE>
<CAPTION>

                                                                                           JANUARY 3,     December 28,
                           (In millions)                                                       1998           1996
                           ------------------------------------------------------------------------------------------
                           <S>                                                              <C>             <C>
                           At cost:                                                          
                           Land and buildings                                               $ 808           $ 716
                           Machinery and equipment                                          2,647           2,274
- - ----------------------------------------------------------------------------------------------------------------
                                                                                            3,455           2,990
                           Less accumulated depreciation                                    1,685           1,531
- -----------------------------------------------------------------------------------------------------------------
                                                                                             $1,770       $1,459
=================================================================================================================
</TABLE>
<PAGE>20
7.GOODWILL                GOODWILL IS AMORTIZED ON THE STRAIGHT-LINE 
                      METHOD AND IS AMORTIZED OVER 20 TO 40 YEARS.
                      Accumulated amortization of goodwill totaled
                      $329 million at January 3, 1998 and $278 million
                      at December 28, 1996.  
                          GOODWILL IS PERIODICALLY REVIEWED FOR IMPAIRMENT 
                      BY COMPARING THE CARRYING AMOUNT TO THE ESTIMATED 
                      FUTURE UNDISCOUNTED CASH FLOWS OF THE BUSINESSES 
                      ACQUIRED. IF THIS REVIEW INDICATES THAT GOODWILL IS 
                      NOT RECOVERABLE, THE CARRYING AMOUNT WOULD BE 
                      REDUCED TO FAIR VALUE.



8. DEBT AND CREDIT       At the end of 1997 and 1996, debt consisted of the
   FACILITIES            following:

<TABLE>
<CAPTION>      
                                                                                              JANUARY 3,    December 28,
                           (In millions)                                                            1998            1996
- - -------------------------------------------------------------------------------------------------------------------
                           <S>                                                                <C>           <C>
                           PARENT GROUP:
                           Senior:
                           Borrowings under or supported by long-term credit facilities*           $ 375           $ 878
                           Medium-term notes; due 1999 to 2011 (average rate - 9.54%)                229             291
                           6.63% - 10.04%; due 2001 to 2022                                          405             209
                           Other notes (average rate - 6.99%)                                        182             100
- - -----------------------------------------------------------------------------------------------------------------------
                             Total senior                                                          1,191           1,478
- - -----------------------------------------------------------------------------------------------------------------------
                           Subordinated - 8.86% - 8.97%; due 1998 to 1999                             30              29
- - -----------------------------------------------------------------------------------------------------------------------
                             Total Parent Group                                                    1,221           1,507
- - -----------------------------------------------------------------------------------------------------------------------
                           FINANCE GROUP:
                           Senior:
                           Borrowings under or supported by credit facilities**                    1,074           1,014
                           5.47% - 5.85%; due 1998                                                    21              56
                           6.10% - 6.51%; due 1998 to 2000                                           112              65
                           7.14% - 7.67%; due 1998 to 2000                                           259             384
                           Variable rate notes; due 1998 to 2001 (average rate - 6.11%)              899             922
- - -----------------------------------------------------------------------------------------------------------------------
                             Total Finance Group                                                   2,365           2,441
- - -----------------------------------------------------------------------------------------------------------------------
                             Total debt                                                          $ 3,586         $ 3,948
========================================================================================================================
</TABLE>

                       *The weighted average interest rates on these
                      borrowings, before the effect of interest rate
                      exchange agreements, were 4.8%, 5.0%, and 6.1% at
                      year-end 1997, 1996, and 1995, respectively.
                      Comparable rates during the years 1997, 1996, and
                      1995 were 4.8%, 5.0%, and 6.1%, respectively.

                      **The weighted average interest rates on these
                      borrowings, before the effect of interest rate
                      exchange agreements, were 6.1%, 5.7%, and 6.1% at
                      year-end 1997, 1996, and 1995, respectively.
                      Comparable rates during the years 1997, 1996, and
                      1995 were 5.8%, 5.7%, and 6.2%, respectively.



                          The following table shows required payments and
                      sinking fund requirements during the next five years
                      on debt outstanding at the end of 1997. The payments
                      schedule excludes amounts that may become payable
                      under credit facilities and revolving credit
                      agreements.


<TABLE>
<CAPTION>
(In millions)                           1998           1999           2000          2001           2002
- - --------------------------------------------------------------------------------------------------------
<S>                                   <C>            <C>            <C>             <C>            <C>
Parent Group                           $   97         $   58         $   53          $138           $ 29
Finance Group                             102            491            478           220              -
- - --------------------------------------------------------------------------------------------------------
                              
                                       $  199         $  549         $  531          $358           $ 29
========================================================================================================
</TABLE>

                          The Parent Group maintains credit facilities with
                      various banks for both short- and long-term
                      borrowings. The Parent Group has a $1.5 billion
                      domestic credit agreement with 33 banks available on
                      a fully revolving basis until July 1, 2002. At
                      year-end 1997, $1.4 billion of the credit facility
                      was not used or reserved as support for commercial
                      paper or bank borrowings. Textron also has two
                      five-year multi-currency credit agreements with 25
                      banks for $700 million for its foreign operations;
                      $445 million was available at year-end 1997.
<PAGE>21
                          The Finance Group has lines of credit with
                      various banks aggregating $1.1 billion at year-end
                      1997, of which $163 million was not used or reserved
                      as support for commercial paper or bank borrowings.
                      Lending agreements limit the Finance Group's net
                      assets available for cash dividends and other
                      payments to the Parent Group to approximately $102
                      million of the Finance Group's net assets of $406
                      million at year-end 1997. The Finance Group's loan
                      agreements also contain provisions regarding
                      additional debt, creation of liens or guarantees, and
                      the making of investments.
                        The Parent Group has agreed to cause TFC to
                      maintain certain minimum levels of financial
                      performance. No payments from the Parent Group were
                      necessary in 1997, 1996, or 1995 for TFC to meet
                      these standards.

9.  DERIVATIVES AND        INTEREST RATE EXCHANGE AGREEMENTS
    FOREIGN CURRENCY
    TRANSACTIONS      Interest rate exchange agreements are used to help
                      manage interest rate risk by converting certain
                      variable-rate debt to fixed-rate debt and vice versa.
                      These agreements involve the exchange of fixed-rate
                      interest for variable-rate amounts over the life of
                      the agreement without the exchange of the notional
                      amount. INTEREST RATE EXCHANGE AGREEMENTS ARE
                      ACCOUNTED FOR ON THE ACCRUAL BASIS WITH THE
                      DIFFERENTIAL TO BE PAID OR RECEIVED RECORDED
                      CURRENTLY AS AN ADJUSTMENT TO INTEREST EXPENSE.
                         SOME AGREEMENTS THAT REQUIRE THE PAYMENT OF
                      FIXED-RATE INTEREST ARE DESIGNATED AGAINST SPECIFIC
                      LONG-TERM VARIABLE-RATE BORROWINGS, WHILE THE BALANCE
                      IS DESIGNATED AGAINST EXISTING SHORT-TERM BORROWINGS
                      THROUGH MATURITY AND THEIR ANTICIPATED REPLACEMENTS.
                      TEXTRON CONTINUOUSLY MONITORS VARIABLE-RATE
                      BORROWINGS TO MAINTAIN THE LEVEL OF BORROWINGS ABOVE
                      THE NOTIONAL AMOUNT OF THE DESIGNATED AGREEMENTS. IF
                      IT IS NOT PROBABLE VARIABLE-RATE BORROWINGS WILL
                      CONTINUOUSLY EXCEED THE NOTIONAL AMOUNT OF THE
                      DESIGNATED AGREEMENTS, THE EXCESS IS MARKED TO MARKET
                      AND THE ASSOCIATED GAIN OR LOSS RECORDED IN INCOME.
                      PREMIUMS PAID TO TERMINATE AGREEMENTS DESIGNATED AS
                      HEDGES ARE DEFERRED AND AMORTIZED TO EXPENSE OVER THE
                      REMAINING TERM OF THE ORIGINAL LIFE OF THE CONTRACT.
                      IF THE UNDERLYING DEBT IS THEN PAID EARLY,
                      UNAMORTIZED PREMIUMS ARE RECOGNIZED AS AN ADJUSTMENT
                      TO THE GAIN OR LOSS ASSOCIATED WITH THE DEBT'S
                      EXTINGUISHMENT.


                          During 1997, the Finance Group had $150 million
                      of interest rate exchange agreements go into effect.
                      Interest rate exchange agreements in effect at the
                      end of 1997 and 1996 had weighted average remaining
                      terms of 1.5 years and 3.2 years, respectively, for
                      the Parent Group and 1.2 years and 2.2 years,
                      respectively, for the Finance Group. Agreements that
                      effectively fix the rate of interest on variable-rate
                      borrowings are summarized as follows:
<TABLE>
<CAPTION>

                                                                                     JANUARY 3, 1998      December 28, 1996
- - -----------------------------------------------------------------------------------------------------------------------
                           FIXED-PAY INTEREST RATE EXCHANGE AGREEMENTS*
                                                                                     Weighted                   Weighted
                                                                   Notional           average    Notional        average
                           (Dollars in millions)                     amount     interest rate      amount  interest rate
- - -----------------------------------------------------------------------------------------------------------------------
                           <S>                                        <C>                <C>        <C>            <C>
                           Parent Group                               $ 275**            9.01%      $ 453          8.53%
                           Finance Group                                450***           6.02         300          5.90
- - -----------------------------------------------------------------------------------------------------------------------

                                                                     $  725              7.20      $  753          7.53
- - -----------------------------------------------------------------------------------------------------------------------
</TABLE>

                          * During 1997, the Parent Group and Finance
                            Group also entered into variable-pay interest
                            rate exchange agreements for $200 million and
                            $50 million, respectively, which were
                            designated against specific long-term
                            fixed-rate notes. These agreements effectively
                            adjusted the rate of interest on certain
                            long-term fixed-rate notes to 6.2% from 6.6%
                            for the Parent Group and to 6.0% from 6.4% for
                            the Finance Group as of year-end.
                         ** The Parent Group's fixed-pay interest rate
                            exchange agreements were designated against    
                            existing and anticipated short-term
                            variable-rate borrowings. These agreements
                            effectively adjusted the average rate of
                            interest on short-term variable-rate notes to
                            7.0% from 4.8%. The interest rate exchange
                            agreements in effect at the end of 1997 expire
                            as follows: $100 million (8.7%) in 1998; $25
                            million (7.2%) in 1999; $150 million (9.4%) in
                            2000.  
                        *** The Finance Group's interest rate exchange
                            agreements were designated against specific
                            long-term variable-rate notes. These agreements
                            effectively adjusted the average rate of interest
                            on long-term variable-rate  notes to 6.3% from
                            6.1%.  The fixed-pay interest rate exchange
                            agreements  in effect at the end of 1997
                            expire as follows: $200 million (5.94%) in
                            1998 and $250 million (6.26%) in 1999.
<PAGE>22
                               Textron had minimal exposure to loss from
                           nonperformance by the counterparties to its 
                           interest rate exchange agreements at the end of 
                           1997, and does not anticipate nonperformance by 
                           counterparties in the periodic settlements of 
                           amounts due. Textron currently minimizes this 
                           potential for risk by entering into contracts 
                           exclusively with major, financially sound
                           counterparties having no less than a long-term bond 
                           rating of "A," by continuously monitoring the
                           Counterparties' credit ratings, and by limiting 
                           exposure with any one financial institution.
                           The credit risk generally is limited to the amount by
                           which the counterparties' contractual obligations
                           exceed Textron's obligations to the counterparty.

                           TRANSLATION OF FOREIGN CURRENCIES, FOREIGN EXCHANGE 
                           TRANSACTIONS AND FOREIGN CURRENCY EXCHANGE CONTRACTS

                           FOREIGN CURRENCY DENOMINATED ASSETS AND LIABILITIES
                           ARE TRANSLATED INTO U.S. DOLLARS WITH THE ADJUSTMENTS
                           FROM THE CURRENCY RATE CHANGES BEING RECORDED IN THE
                           CURRENCY TRANSLATION ADJUSTMENT ACCOUNT IN
                           SHAREHOLDERS' EQUITY UNTIL THE RELATED FOREIGN ENTITY
                           IS SOLD OR SUBSTANTIALLY LIQUIDATED. NON-U.S. DOLLAR
                           FINANCING TRANSACTIONS ARE USED TO EFFECTIVELY HEDGE
                           LONG-TERM INVESTMENTS IN FOREIGN OPERATIONS WITH THE
                           SAME CORRESPONDING CURRENCY. FOREIGN CURRENCY GAINS
                           AND LOSSES ON THE HEDGE OF THE LONG-TERM INVESTMENTS
                           ARE RECORDED IN THE CURRENCY TRANSLATION ADJUSTMENT
                           WITH THE OFFSET RECORDED AS AN ADJUSTMENT TO THE
                           NON-U.S. DOLLAR FINANCING LIABILITY.
                               FORWARD EXCHANGE CONTRACTS ARE USED TO HEDGE
                           CERTAIN FOREIGN CURRENCY TRANSACTIONS AND CERTAIN
                           FIRM SALES AND PURCHASE COMMITMENTS DENOMINATED IN
                           FOREIGN CURRENCIES. GAINS AND LOSSES FROM CURRENCY
                           RATE CHANGES ON HEDGES OF FOREIGN CURRENCY
                           TRANSACTIONS ARE RECORDED CURRENTLY IN INCOME. GAINS
                           AND LOSSES RELATING TO THE HEDGE OF THE FIRM SALES
                           AND PURCHASE COMMITMENTS ARE INCLUDED IN THE
                           MEASUREMENT OF THE UNDERLYING TRANSACTIONS WHEN THEY
                           OCCUR. Foreign exchange gains and losses included in
                           income have not been material.
                               Forward exchange contracts, predominantly
                           denominated in Canadian dollars, Deutschemarks and
                           French francs, totaling approximately $524 million
                           and $124 million were outstanding at the end of 1997
                           and 1996, respectively. Unrealized gains or losses
                           relating to these contracts approximated the
                           contracts' fair value at year-end (see Note 17).

10. TEXTRON-OBLIGATED      In 1996, a trust sponsored and wholly-owned by
    MANDATORILY            Textron issued preferred securities to the public
    REDEEMABLE             (for $500 million) and shares of its common
    PREFERRED              securities to Textron (for $15.5 million), the
    SECURITIES OF          proceeds of which were invested by the trust in
    SUBSIDIARY TRUST       $515.5 million aggregate principal amount of
    HOLDING SOLELY         Textron's newly issued 7.92% Junior Subordinated
    TEXTRON JUNIOR         Deferrable Interest Debentures, due 2045. The
    SUBORDINATED DEBT      debentures are the sole asset of the trust. The
    SECURITIES             proceeds from the issuance of the debentures were
                           used by Textron for the repayment of long-term
                           borrowings and 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.

11. SHAREHOLDERS'          PREFERRED STOCK
    EQUITY                 
                           Textron has authorization for 15,000,000 shares of
                           preferred stock. Each share of $2.08 Preferred Stock
                           ($23.63 approximate stated value) is convertible into
                           4.4 shares of common stock and can be redeemed by
                           Textron for $50 per share. Each share of $1.40
                           Preferred Dividend Stock ($11.82 approximate stated
                           value) is convertible into 3.6 shares of common stock
                           and can be redeemed by Textron for $45 per share.

<PAGE>23
                           COMMON STOCK

                           Textron has authorization for 500,000,000 shares of
                           12.5 cent per share par value common stock. New
                           shares in connection with a two-for-one stock split
                           in the form of a stock dividend were issued and
                           distributed on May 30, 1997 to shareholders of record
                           on the close of business on May 9, 1997. Average
                           shares outstanding, stock options, and per share
                           amounts have been restated for all periods presented.

                           PERFORMANCE SHARE UNITS AND STOCK OPTIONS

                           Textron's 1994 Long-Term Incentive Plan authorizes
                           awards to key employees in two forms: (a) performance
                           share units and (b) options to purchase Textron
                           common stock. The total number of shares of common
                           stock for which options may be granted under the plan
                           is 10,000,000.

                               PERFORMANCE SHARE UNITS AND EMPLOYEE STOCK OPTION
                           GRANTS ARE ACCOUNTED FOR IN ACCORDANCE WITH APB 25,
                           "ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES." UNDER APB
                           25, BECAUSE THE EXERCISE PRICE OF EMPLOYEE STOCK
                           OPTIONS EQUALS THE MARKET PRICE ON THE DATE OF GRANT,
                           NO COMPENSATION EXPENSE IS RECOGNIZED FOR STOCK
                           OPTION AWARDS. COMPENSATION EXPENSE FOR PERFORMANCE
                           SHARE UNITS IS MEASURED BASED ON THE VALUE OF TEXTRON
                           STOCK UNDERLYING THE AWARDS.
                               Compensation expense under Textron's performance
                           share program was approximately $65 million in 1997,
                           $45 million in 1996, and $23 million in 1995. To
                           mitigate the impact of stock price increases on
                           compensation expense, Textron entered into a
                           cash-settlement option program on Textron's common
                           stock in November 1995. This program generated income
                           of approximately $37 million in 1997 and $21 million
                           in 1996.
                               Pro forma information regarding net income and
                           earnings per share is required by FAS 123,
                           "Accounting for Stock-Based Compensation" and has
                           been determined under the fair value method of that
                           Statement. For the purpose of developing the pro
                           forma information, the fair values of options granted
                           after 1995 are estimated at the date of grant using
                           the Black-Scholes option-pricing model. The estimated
                           fair values are amortized to expense over the
                           options' vesting period. Using this methodology, net
                           income would have been reduced by $15 million or $.09
                           per share in 1997 and $10 million or $.06 per share
                           in 1996. The pro forma effect on 1995 net income was
                           not material. The pro forma effect on net income is
                           not necessarily representative of the effect in
                           future years because it does not take into
                           consideration pro forma compensation expense related
                           to grants made prior to 1995.
                               The assumptions used to estimate the fair value
                           of an option granted in 1997, 1996 and 1995,
                           respectively, are approximately as follows: dividend
                           yield of 2%; expected volatility of 16%; risk-free
                           interest rates of 6%, 6%, and 5%; and weighted
                           average expected lives of 3.5 years. Under these
                           assumptions, the weighted-average fair value of an
                           option to purchase one share granted in 1997, 1996,
                           and 1995, respectively, was approximately $14, $10,
                           and $8.
                               Stock option transactions during the last three
                           years are summarized as follows:
<TABLE>
<CAPTION>

                                                                1997                    1996                    1995
- - -------------------------------------------------------------------------------------------------------------------------
                                                                   Weighted                Weighted                Weighted
                                                                    Average                 Average                 Average
                                                                   Exercise                Exercise                Exercise
                      (Shares in thousands)           Shares          Price   Shares          Price   Shares         Price
- - --------------------------------------------------------------------------------------------------------------------------
                      <S>                             <C>            <C>      <C>            <C>      <C>            <C>
                      Shares under option at
                        beginning of year              9,290         $31.08    9,116         $26.05    9,392         $22.16
                      Options granted                  1,333          62.54    2,136          45.37    2,124          36.06
                      Options exercised               (1,541)         24.56   (1,846)         22.89   (2,196)         19.13
                      Options canceled                   (81)         43.40     (116)         29.38     (204)         25.57
- - --------------------------------------------------------------------------------------------------------------------------

                     Shares under option at end of 
                        year                           9,001          36.74    9,290          31.08    9,116          26.05
============================================================================================================================
                      Shares exercisable at end of 
                        year                           6,641          30.21    6,128          25.26    5,888          22.69
============================================================================================================================
 </TABLE>
<PAGE>24
                   Stock options outstanding at the end of 1997 and 1996 are
                   summarized as follows:
              
<TABLE>
<CAPTION>
                                                                  Weighted
                                                                   Average        Weighted                     Weighted
                      Range of Exercise                          Remaining         Average                      Average
                           Prices                              Contractual        Exercise                     Exercise
                    (Shares in thousands)       Outstanding           Life           Price     Exercisable        Price
                   -----------------------------------------------------------------------------------------------------
                     <S>                              <C>              <C>          <C>              <C>         <C>
                     JANUARY 3, 1998:
                       $11 - $32                      3,952            5.6          $23.44           3,952       $23.44
                       $33 - $50                      3,745            8.5           41.67           2,689        40.15
                       $51 - $68                      1,304            9.9           62.87               -            -
                     December 28, 1996:
                       $10 - $32                      5,292            6.6          $23.24           5,192       $23.15
                       $33 - $40                      1,938            9.0           36.95             936        36.93
                       $40 - $46                      2,060            9.9           45.69               -            -
                   =====================================================================================================
</TABLE>
              
              
                   RESERVED SHARES OF COMMON STOCK 

                   At year-end 1997, 3,277,000 shares of common stock were
                   reserved for the subsequent conversion of preferred stock and
                   9,001,000 shares were reserved for the exercise of stock
                   options.

                   PREFERRED STOCK PURCHASE RIGHTS 

                   Each outstanding share of Textron common stock has attached
                   to it one-half of a preferred stock purchase right. One
                   preferred stock purchase right entitles the holder to buy one
                   one-hundredth of a share of Series C Junior Participating
                   Preferred Stock at an exercise price of $250. The rights
                   become exercisable only under certain circumstances related
                   to a person or group acquiring or offering to acquire a
                   substantial block of Textron's common stock. In certain
                   circumstances, holders may acquire Textron stock, or in some
                   cases the stock of an acquiring entity, with a value equal to
                   twice the exercise price. The rights expire in September 2005
                   but may be redeemed earlier for $.05 per right.
              
                   INCOME PER COMMON SHARE

                   In 1997, Textron adopted FAS 128 "Earnings Per Share." FAS
                   128 requires companies to present basic and diluted income
                   per share amounts. A reconciliation of income from continuing
                   operations and basic to diluted share amounts is presented
                   below. All periods presented have been restated.
              
<TABLE>
<CAPTION>
                   For the years ended                 JANUARY 3, 1998       December 28, 1996      December 30, 1995
                                                  -------------------------------------------------------------------
                   ($ in millions,                             Average                Average                 Average
                   shares in thousands)             Income      Shares      Income     Shares      Income      Shares
                   --------------------------------------------------------------------------------------------------
                   <S>                               <C>     <C>              <C>     <C>            <C>      <C>
                   Income from continuing operations  $372                    $306                   $248
                   --------------------------------------------------------------------------------------------------
              
                   Less: Preferred stock dividends      (1)                     (1)                    (1)
                   --------------------------------------------------------------------------------------------------
              
                   BASIC
                   Available to common shareholders    371     164,830         305    167,453         247     169,848
                   Dilutive effect of convertible
                     preferred stock and stock options   1       4,673           1      4,199           1       3,404
                   DILUTED
                   Available to common shareholders
                     and assumed conversions          $372     169,503        $306    171,652        $248     173,252
                   ==================================================================================================
</TABLE>
              
              
12. LEASES         Rental expense approximated $65 million, $54 million, and
                   $56 million in 1997, 1996, and 1995, respectively. Future
                   minimum rental commitments for noncancellable operating
                   leases in effect at year-end 1997 approximated $54 million
                   for 1998; $43 million for 1999; $29 million for 2000; $23
                   million for 2001; $20 million for 2002; and a total of $161
                   million thereafter.
<PAGE>25
13. RESEARCH AND   Textron carries out research and development for itself and
    DEVELOPMENT    under contracts with others, primarily the U.S. government.
                   Company initiated programs include independent research and
                   development related to government products and services, a
                   significant portion of which is recoverable from the U.S.
                   government through overhead cost allowances.
                   
                         RESEARCH AND DEVELOPMENT COSTS FOR WHICH TEXTRON IS
                   RESPONSIBLE ARE EXPENSED AS INCURRED. THESE COMPANY FUNDED
                   COSTS INCLUDE AMOUNTS FOR COMPANY INITIATED PROGRAMS, THE
                   COST SHARING PORTIONS OF CUSTOMER INITIATED PROGRAMS, AND
                   LOSSES INCURRED ON CUSTOMER INITIATED PROGRAMS. The company
                   funded and customer funded research and development costs for
                   1997, 1996, and 1995 were as follows:
                   
<TABLE>
<CAPTION>
                   (In millions)                                            1997               1996            1995
                   -------------------------------------------------------------------------------------------------
                   <S>                                                    <C>                 <C>             <C>  
                   Company funded                                          $ 222              $ 185            $ 181
                   Customer funded                                           380                391              475
                   -------------------------------------------------------------------------------------------------
                   Total research and development                           $602              $ 576            $ 656
                   =================================================================================================
</TABLE>

14. PENSION        Textron has defined benefit and defined contribution pension
    BENEFITS       plans which together cover substantially all employees. The
                   costs of the defined contribution plans are funded as accrued
                   and amounted to approximately $36 million, $32 million, and
                   $15 million for 1997, 1996, and 1995, respectively. Defined
                   benefits under salaried plans are based on salary and years
                   of service. Hourly plans generally provide benefits based on
                   stated amounts for each year of service. Textron's funding
                   policy is consistent with federal law and regulations. Plan
                   assets consist principally of corporate and government bonds
                   and common stocks.
                         Pension income in 1997, 1996, and 1995 included the 
                   following components:
                   
<TABLE>
<CAPTION>
                   (In millions)                                            1997              1996             1995
                   ----------------------------------------------------------------------------------------------------
                   <S>                                                      <C>               <C>              <C>  
                   Service cost - benefits earned during the year           $ 71              $  69            $  55
                   Interest cost on projected benefit obligation             223                207              209
                   Actual return on plan assets                             (720)              (494)            (745)
                   Amortization of unrecognized transition net asset         (17)               (17)             (17)
                   Net amortization and deferral of actuarial gains          438                230              482
                   ----------------------------------------------------------------------------------------------------
                   Net pension income                                       $ (5)              $ (5)           $ (16)
                   ====================================================================================================
</TABLE>

                        The following table sets forth the funded status of 
                   Textron's pension plans.
                   
<TABLE>
<CAPTION>
                                                                      January 3, 1998            December 28, 1996
                ------------------------------------------------------------------------------------------------------
                                                                    Assets   Accumulated         Assets   Accumulated
                                                                    exceed      benefits         exceed      benefits
                                                               accumulated        exceed    accumulated        exceed
                (In millions)                                     benefits        assets       benefits        assets
                ------------------------------------------------------------------------------------------------------
                <S>                                                 <C>             <C>          <C>            <C> 
                 Plan assets at fair value                          $4,069          $ 61         $3,516         $ 124
                 Actuarial present value of:
                   Vested benefit obligation                         2,619           161          2,397           197
                   Nonvested benefit obligation                         73            17             67            19
                ------------------------------------------------------------------------------------------------------
                Accumulated benefit obligation                       2,692           178          2,464           216
                   Effect of projected pay increases                   301            35            251            35
                ------------------------------------------------------------------------------------------------------
                Projected benefit obligation                         2,993           213          2,715           251
              
                Plan funded status                                   1,076          (152)           801          (127)
                Unrecognized net actuarial (gains) losses             (716)           20           (469)           30
                Unrecognized prior service cost                         84            21             93            21
                Unrecognized transition net obligation (net asset)    (104)            7           (120)            5
                Adjustment required to recognize minimum liability       -           (18)             -           (24)
                -------------------------------------------------------------------------------------------------------
                    Net pension asset (liability) recognized on the
                     consolidated balance sheet                      $ 340         $(122)        $  305         $ (95)
                ========================================================================================================

</TABLE>
<PAGE>26
                   Major actuarial assumptions used in accounting for the
                   defined benefit pension plans are shown in the following
                   table. Net pension income is determined using these
                   assumptions as of the end of the prior year. The funded
                   status of the plans is determined using these assumptions as
                   of the end of the current year.
<TABLE>
<CAPTION>
                                                                     January 3,  December 28, December 30,  December 31,
                                                                           1998          1996         1995          1994
               --------------------------------------------------------------------------------------------------------
              <S>                                                    <C>          <C>           <C>           <C>  
               Discount rate                                          7.25%         7.50%        7.25%         8.25%
               Weighted average long-term rate of
                 compensation increase                                5.00          5.00         5.00          5.00
               Long-term rate of return on plan assets                9.00          9.00         9.00          9.00
               ========================================================================================================
</TABLE>

15. POSTRETIREMENT Textron offers health care and life insurance benefits for
    BENEFITS OTHER certain retired employees. Postretirement benefit costs other
    THAN PENSIONS  than pension-related expenses in 1997, 1996, and 1995
                   included the components shown in the following table.
                   Textron's postretirement benefit plans other than pensions
                   are unfunded.


<TABLE>
<CAPTION>

                   (In millions)                                                    1997               1996           1995
                   -------------------------------------------------------------------------------------------------------
                   <S>                                                             <C>                <C>            <C>
                   Service cost - benefits earned during the year                   $  5               $  5           $  5
                   Interest cost on accumulated postretirement benefit obligation     46                 51             56
                   Net amortization                                                  (13)               (12)           (13)
                   -------------------------------------------------------------------------------------------------------

                             Postretirement benefit costs                           $ 38               $ 44           $ 48
                   =======================================================================================================
</TABLE>

                         The following table sets forth the status of these 
                   plans at the end of 1997 and 1996:

<TABLE>
<CAPTION>                                                                        
                                                                                              January 3,    December 28,
                   (In millions)                                                                 1998            1996
                   -------------------------------------------------------------------------------------------------------
                   <S>                                                                          <C>            <C>  
                   Actuarial present value of benefits attributed to:
                     Retirees                                                                    $490            $499
                     Fully eligible active plan participants                                       62              61
                     Other active plan participants                                                88              85
                   -------------------------------------------------------------------------------------------------------
                   Accumulated postretirement benefit obligation                                  640             645
                   Unrecognized net actuarial gains                                               100             107
                   Unrecognized prior service cost benefit                                         26              30
                   -------------------------------------------------------------------------------------------------------
                   Postretirement benefit liability recognized on the consolidated balance sheet $766            $782
                   =======================================================================================================
</TABLE>

                         The discount rates used to determine postretirement 
                   benefit costs other than pensions and the status of those
                   plans were the same as those used for Textron's defined
                   benefit pension plans.
                         The 1997 health care cost trend rate, which is the 
                   weighted average annual assumed rate of increase in the per
                   capita cost of covered benefits, was 6.5% for retirees age 65
                   and over and 7.5% for retirees under age 65. Both rates are
                   assumed to decrease gradually to 5.5% by 2001 and 2003,
                   respectively, and then remain at that level. Increasing the
                   health care cost trend rates by one percentage point in each
                   year would have increased the accumulated postretirement
                   benefit obligation as of year-end 1997 by $58 million and the
                   aggregate of the service and interest cost components of
                   postretirement benefit costs for 1997 by $5 million.


<PAGE>27
16. INCOME               Textron files a consolidated federal income tax return 
    TAXES          for all U.S. subsidiaries and separate returns for foreign 
                   subsidiaries. TEXTRON RECOGNIZES DEFERRED INCOME TAXES FOR
                   TEMPORARY DIFFERENCES BETWEEN THE FINANCIAL REPORTING BASIS
                   AND INCOME TAX BASIS OF ASSETS AND LIABILITIES BASED ON
                   ENACTED TAX RATES EXPECTED TO BE IN EFFECT WHEN AMOUNTS ARE
                   LIKELY TO BE REALIZED OR SETTLED.
                         The following table shows income from continuing      
                   operations before income taxes and distributions on 
                   preferred securities of subsidiary trust:   


<TABLE>
<CAPTION>
                   (In millions)                                           1997               1996               1995
                   --------------------------------------------------------------------------------------------------
                   <S>                                                    <C>               <C>                 <C> 
                   United States                                           $441               $393               $329
                   Foreign                                                  207                147                 84
                   --------------------------------------------------------------------------------------------------
                    Total                                                  $648               $540               $413
                   ==================================================================================================
</TABLE>

                         Income tax expense is summarized as follows:

<TABLE>
<CAPTION>
                           (In millions)                                   1997               1996               1995
                   --------------------------------------------------------------------------------------------------
                   <S>                                                    <C>               <C>                 <C> 
                           Federal:
                             Current                                       $ 82               $121               $ 81
                             Deferred                                        71                 15                 34
                           State                                             27                 25                 24
                           Foreign                                           70                 50                 26
                   --------------------------------------------------------------------------------------------------

                           Income tax expense                              $250               $211               $165
                   ==================================================================================================
</TABLE>


                         The following reconciles the federal statutory
                   income tax rate to the effective income tax rate reflected 
                   in the consolidated statement of income:
<TABLE>
<CAPTION>

                                                                           1997               1996               1995
                   --------------------------------------------------------------------------------------------------
                   <S>                                                    <C>               <C>                 <C> 
                           Federal statutory income tax rate               35.0%              35.0%              35.0%
                           Increase (decrease) in taxes resulting from:
                             State income taxes                             2.8                3.0                3.7
                             Goodwill                                       2.7                2.8                3.3
                             Other - net                                   (1.9)              (1.7)              (2.0)
                   --------------------------------------------------------------------------------------------------

                             Effective income tax rate                     38.6%              39.1%              40.0%
                   ==================================================================================================
</TABLE>


                         Textron's net deferred tax asset consisted of gross 
                   deferred tax assets and gross deferred tax liabilities of
                   $1,517 million and $1,362 million, respectively, at the end
                   of 1997 and $1,316 million and $1,096 million, respectively,
                   at the end of 1996. 

                         The components of Textron's net deferred tax asset 
                   were as follows:

<TABLE>
<CAPTION>
                                                                                             January 3,    December 28,
                           (In millions)                                                          1998            1996
                   ---------------------------------------------------------------------------------------------------
                   <S>                                                                          <C>             <C> 
                   Finance Group transactions, principally leasing                              $(334)          $(343)
                   Obligation for postretirement benefits other than pensions                     305             307
                   Fixed assets, principally depreciation                                        (146)           (133)
                   Self insured liabilities                                                       147             152
                   Deferred compensation                                                          115             102
                   Allowance for credit losses                                                     25              31
                   Other, principally timing of other expense deductions                           43             104
                   ---------------------------------------------------------------------------------------------------

                                                                                                $ 155           $ 220
                   ===================================================================================================
</TABLE>

                         Deferred income taxes have not been provided for the
                   undistributed earnings of foreign subsidiaries, which
                   approximated $455 million at the end of 1997. Management
                   intends to reinvest those earnings for an indefinite period,
                   except for distributions having an immaterial tax effect. If
                   foreign subsidiaries' earnings were distributed, 1997 taxes,
                   net of foreign tax credits, would be increased by
                   approximately $20 million, primarily because of foreign
                   withholding taxes.


<PAGE>28
17. FAIR VALUE OF   The estimated fair value amounts shown below were 
    FINANCIAL      determined from available market information and valuation
    INSTRUMENTS    methodologies. Because considerable judgment is required in
                   interpreting market data, the estimates are not necessarily
                   indicative of the amounts that could be realized in a current
                   market exchange.
<TABLE>
<CAPTION>

                                                                         January 3, 1998            December 28, 1996
                   ---------------------------------------------------------------------------------------------------
                                                                               Estimated                    Estimated
                                                                  Carrying          fair       Carrying          fair
                           (In millions)                             value         value          value         value
                   ---------------------------------------------------------------------------------------------------
                    <S>                                             <C>            <C>            <C>          <C>  
                   ASSETS:               
                      FINANCE RECEIVABLES                            2,280         2,334          2,227         2,270
                   LIABILITIES:       
                     DEBT:            
                       Parent Group:
                         Debt                                        1,221         1,276          1,507         1,565
                         Interest rate exchange agreements               -            10              -            37
                       Finance Group:
                         Debt                                        2,365         2,380          2,441         2,448
                     FOREIGN CURRENCY EXCHANGE CONTRACTS                (4)            -              -             2
                   ===================================================================================================
</TABLE>

                   NOTES:

                   (i) Finance receivables - The estimated fair values of
                   real estate loans and commercial installment contracts
                   were based on discounted cash flow analyses. The estimated
                   fair values of variable-rate receivables approximated the
                   net carrying value. The estimated fair values of
                   nonperforming loans were based on discounted cash flow
                   analyses using risk-adjusted interest rates or the fair
                   value of the related collateral. 
                   (ii) Debt, interest rate exchange agreements, and foreign
                   currency exchange contracts - The estimated fair value of
                   fixed-rate debt was determined by independent investment
                   bankers or discounted cash flow analyses. The estimated fair
                   values of variable-rate debt approximated their carrying
                   values. The estimated fair values of interest rate exchange
                   agreements were determined by independent investment bankers
                   and represent the estimated amounts that Textron or its
                   counterparty would be required to pay to assume the other
                   party's obligations under the agreements. The estimated fair
                   values of the foreign currency exchange contracts were
                   determined by Textron's foreign exchange banks.


18. CONTINGENCIES  CONTINGENCIES
    AND          
    ENVIRONMENTAL  Textron is subject to a number of lawsuits, investigations
    REMEDIATION    and claims arising out of the conduct of its business,
                   including those relating to commercial transactions,
                   government contracts, product liability, and environmental,
                   safety and health matters. Some seek compensatory, treble or
                   punitive damages in substantial amounts; fines, penalties or
                   restitution; or remediation of contamination. Some are or
                   purport to be class actions. 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 any liability for
                   these suits and proceedings would not have a material effect
                   on Textron's net income or financial condition.

                   ENVIRONMENTAL REMEDIATION

                   ENVIRONMENTAL LIABILITIES ARE RECORDED BASED ON THE MOST
                   PROBABLE COST IF KNOWN OR ON THE ESTIMATED MINIMUM COST,
                   DETERMINED ON A SITE-BY-SITE BASIS. TEXTRON'S ENVIRONMENTAL
                   LIABILITIES ARE UNDISCOUNTED AND DO NOT TAKE INTO
                   CONSIDERATION POSSIBLE FUTURE INSURANCE PROCEEDS OR
                   SIGNIFICANT AMOUNTS FROM CLAIMS AGAINST OTHER THIRD PARTIES.
                        Textron's accrued estimated environmental liabilities 
                   are based on assumptions which are subject to a number
                   of factors and uncertainties. Circumstances which can affect
                   the accruals' reliability and precision include
                   identification of additional sites, environmental
                   regulations, level of cleanup required, technologies
                   available, number and financial condition of other
                   contributors to remediation, and the time period over which
                   remediation may occur. Textron believes that any changes to
                   the accruals that may result from these factors and
                   uncertainties will not have a material effect on Textron's
                   net income or financial condition. Textron estimates that
                   its accrued environmental remediation liabilities will
                   likely be paid over the next five to ten years.


<PAGE>29
19. GEOGRAPHIC     Presented below is selected financial information by
    DATA           geographic area of Textron's operations.
               
<TABLE>
<CAPTION>
                   GEOGRAPHIC AREAS                        REVENUES BY ORIGIN                  INCOME BY ORIGIN
                                                       -------------------------           --------------------------
                   (In millions)                       1997       1996      1995           1997       1996       1995
                   ---------------------------------------------------------------------------------------------------
                   <S>                              <C>         <C>       <C>             <C>        <C>        <C>
                    United States                    $ 6,401     $5,919    $5,801          $ 710      $ 656      $ 626
                    Europe                             1,213        891       660            118         69         38
                    Other North America                  919        532       172             81         70         37
                    Other                                150        164       147              8          8          9
                   ---------------------------------------------------------------------------------------------------
                                                     $ 8,683     $7,506    $6,780            917        803        710
                   =================================================================== -------------------------------
                   Corporate expenses and other - net                                       (140)      (115)      (119)
                   Interest expense - net                                                   (129)      (148)      (178)
                   ---------------------------------------------------------------------------------------------------
                   Income from continuing operations
                     before income taxes and distributions
                     on preferred securities of subsidiary trust                           $ 648      $ 540     $  413
                   ===================================================================================================
<CAPTION>

                                                                                    DESTINATION OF U.S. EXPORT REVENUE
                           (In millions)                                                   1997       1996       1995
                   ---------------------------------------------------------------------------------------------------
                          <S>                                                            <C>       <C>        <C>   
                           North America                                                  $ 340     $  342     $  280
                           Europe                                                           227        256        306
                           Asia/Pacific                                                     215        220        194
                           South America                                                    172         92        110
                           Australia/New Zealand                                             32         33         41
                           Middle East                                                       25         55         43
                           Other locations                                                   32         43         26
                   --------------------------------------------------------------------------------------------------

                                                                                        $ 1,043     $1,041     $1,000
                   ==================================================================================================

<CAPTION>

                                                                                               IDENTIFIABLE ASSETS
                           (In millions)                                                   1997       1996       1995
                   ----------------------------------------------------------------------------------------------------
                         <S>                                                            <C>         <C>       <C> 
                           United States                                                  $ 7,436    $ 7,247    $ 7,283
                           Europe                                                           1,200        952        448
                           Other North America                                                423        330        305
                           Other                                                              170         54         42
                           Corporate, including investment in discontinued 
                           operations                                                       2,557      3,161      3,243
                           Eliminations                                                      (456)      (230)      (114)
                   ----------------------------------------------------------------------------------------------------
                                                                                          $11,330    $11,514    $11,207
                   ====================================================================================================
</TABLE>

                   NOTES:

                   (i) Revenues include sales to the U.S. government of $1.0
                   billion, $1.0 billion, and $1.3 billion in 1997, 1996, and
                   1995, respectively and of $1.1 billion in 1997 to a single
                   customer. 
                   (ii) Revenues between geographic areas, predominantly
                   revenues of U.S. divisions, were approximately 5% in each of
                   the years 1997, 1996, and 1995.


  
20. Other Information       
    - Parent Group
     Current Liabilities  

Included in accrued liabilities at the end of 1997 and 1996 were the following:

<TABLE>
<CAPTION>
                                                                            January 3,  December 28,
                                                                                  1998        1996
- ----------------------------------------------------------------------------------------------------
                                (In millions)                                             
                                <S>                                              <C>           <C>
- ----------------------------------------------------------------------------------------------------
                                Salary, wages and employer taxes                 $170          $168
                                Customer deposits                                 137            93
                                Other                                             546           551
- ----------------------------------------------------------------------------------------------------
                                Total accrued liabilities                        $853          $812
====================================================================================================
</TABLE>
<PAGE>30

21. Subsequent Events

                         On August 11, 1998, Textron announced that it had
                        reached an agreement to sell Avco Financial Services
                        (AFS) to Associates First Capital Corporation for
                        $3.9 billion in cash.  This transaction is subject
                        to regulatory approvals and it is expected to close
                        at the end of 1998 or early 1999.  Textron has restated
                        its financial statements as presented herein to treat
                        AFS as a discontinued operation.  Also, on August 11, 
                        1998 Textron announced that its Board of Directors had
                        authorized a new 25 million share repurchase program
                        that supersedes the 8 million shares that remained under
                        its previous authorization.

                           The operating  results of AFS are summarized below:

<TABLE>
<CAPTION>
                                                                                      
                           For each of the three years ended December 31,   
                           (In millions)                1997         1996         1995
- - ------------------------------------------------------------------------------------
                           <S>                         <C>          <C>         <C>    
                           Revenues                    $1,851       $1,758      $1,662
                           Costs and expenses           1,550        1,471       1,386
- --------------------------------------------------------------------------------------
                           Income before taxes            301          287         276
- --------------------------------------------------------------------------------------
                           Income taxes                  (115)        (112)       (108)
- --------------------------------------------------------------------------------------
                           Net income                  $  186       $  175      $  168
=======================================================================================
</TABLE>

                              Presented below is a summary of AFS's financial
                           position at December 31, 1997 and 1996:

<TABLE>
<CAPTION>
                                                                           
                           (In millions)                             1997         1996
- - -------------------------------------------------------------------------------------
                           <S>                                     <C>          <C>    
                           Assets
                             Investments                           $  844       $  814 
                             Finance receivables - net              7,234        6,763
                             Other assets                             654          563 
- ---------------------------------------------------------------------------------------
                             Total assets                          $8,732       $8,140 
=======================================================================================
</TABLE>

<TABLE>
<CAPTION>
                           <S>                                     <C>          <C>    
                           Liabilities
                             Accounts payable                      $  123       $   98 
                             Other liabilities                        485          456
                             Debt                                   6,910        6,398 
- ---------------------------------------------------------------------------------------
                             Total liabilities                      7,518        6,952 
- ---------------------------------------------------------------------------------------
                           Equity
                             Common stock                               1            1
                             Capital surplus                          747          703
                             Retained earnings                        509          472
                             Other                                    (43)          12
- ---------------------------------------------------------------------------------------
                             Total equity                           1,214        1,188
- ----------------------------------------------------------------------------------------
                             Total liabilities and equity          $8,732       $8,140
=======================================================================================
</TABLE>

<PAGE>31
QUARTERLY DATA
<TABLE>
<CAPTION>

                                                              1997                                     1996
(Unaudited)                                      ---------------------------------        -------------------------------
(Dollars in millions except per share amounts)   Q4        Q3         Q2        Q1        Q4        Q3         Q2     Q1
- - -------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>       <C>        <C>       <C>       <C>       <C>        <C>    <C>
REVENUES
Aircraft                                      $ 866     $ 725      $ 755     $ 679     $ 735     $ 611      $ 620  $ 627
Automotive                                      583       464        523       557       428       355        439    405
Industrial                                      796       761        839       785       727       756        808    668
Finance                                          86        92         90        82        83        83         82     79
- -------------------------------------------------------------------------------------------------------------------------
TOTAL REVENUES                               $2,331    $2,042     $2,207    $2,103    $1,973    $1,805     $1,949 $1,779
=========================================================================================================================
INCOME
Aircraft                                       $ 95      $ 79       $ 79      $ 60      $ 72      $ 70       $ 66   $ 53
Automotive                                       39        28         33        50        41        27         41     37
Industrial                                       83        87         94        82        75        76         81     68
Finance                                          28        29         27        24        25        25         23     23
- - ------------------------------------------------------------------------------------------------------------------------
TOTAL OPERATING INCOME                          245       223        233       216       213       198        211    181
Corporate expenses and other - net              (41)      (36)       (30)      (33)      (29)      (28)       (30)   (28)
Interest expense - net                          (28)      (32)       (30)      (39)      (37)      (36)       (37)   (38)
Income taxes                                    (68)      (58)       (66)      (58)      (57)      (53)       (56)   (45)
Distributions on preferred securities of
  subsidiary trust, net of income taxes          (7)       (6)        (7)       (6)       (7)       (6)        (7)    (3)
- - ------------------------------------------------------------------------------------------------------------------------
INCOME FROM CONTINUING OPERATIONS               101        91        100        80        83        75         81     67
Discontinued operations, net of income taxes:
  Income from operations                         49        47         45        45        45        45         44     58
  Loss on disposal                                -         -          -         -         -      (155)         -    (90)
- -------------------------------------------------------------------------------------------------------------------------
                                                 49        47         45        45        45      (110)        44    (32)
- -------------------------------------------------------------------------------------------------------------------------
Net income (loss)                             $ 150     $ 138      $ 145     $ 125     $ 128     $ (35)     $ 125   $ 35
=========================================================================================================================
EARNINGS PER COMMON SHARE 
BASIC:
  Income from continuing operations           $ .62     $ .55      $ .60     $ .48     $ .50     $ .45      $ .48  $ .39
  Discontinued operations                       .30       .28        .28       .27       .27      (.66)       .26   (.18)
- - -------------------------------------------------------------------------------------------------------------------------
Net income (loss)                             $ .92     $ .83      $ .88     $ .75     $ .77    $ (.21)     $ .74  $ .21
=========================================================================================================================
Average shares outstanding (in thousands)   163,697   164,912    165,173   165,897   165,551   167,060    168,188 168,929
- - -------------------------------------------------------------------------------------------------------------------------
DILUTED:
  Income from continuing operations           $ .60     $ .54      $ .59     $ .47     $ .49     $ .44      $ .47  $ .38
  Discontinued operations                       .29       .27        .27       .26       .26      (.64)       .26   (.18)
- - -------------------------------------------------------------------------------------------------------------------------
Net income (loss)                             $ .89     $ .81      $ .86     $ .73     $ .75    $ (.20)     $ .73  $ .20
=========================================================================================================================
Average shares outstanding (in thousands)   168,527   169,675    169,797   170,388   169,745   171,357    172,516 172,963
- - -------------------------------------------------------------------------------------------------------------------------
OPERATING INCOME MARGINS
Aircraft                                      11.0%      10.9%      10.5%      8.8%      9.8%     11.5%      10.6%   8.5%
Automotive                                     6.7        6.0        6.3       9.0       9.6       7.6        9.3    9.1
Industrial                                    10.4       11.4       11.2      10.4      10.3      10.1       10.0   10.2
Finance                                       32.6       31.5       30.0      29.3      30.1      30.1       28.0   29.1
OPERATING INCOME MARGIN                       10.5       10.9       10.6      10.3      10.8      11.0       10.8   10.2
- - -----------------------------------------------------------------------------------------------------------------------

COMMON STOCK INFORMATION
Price range: High                          $65 11/16    $70 3/4  $67 11/16  $53 5/8  $48 7/8   $43 15/16  $44 1/2 $42 7/8
             Low                           $55 1/2      $59 1/2  $49 11/16  $    45  $42 3/8   $36 1/2    $38 1/2 $34 9/16
Dividends per share                        $   .25      $   .25  $    .25   $   .25  $   .22   $   .22    $   .22 $   .22
=========================================================================================================================
</TABLE>

All share related data has been restated to reflect the effect of the
two-for-one common stock split in the form of a stock dividend in May 1997.
Prior year amounts have been reclassified to conform to the current year's
segment presentation.
<PAGE>32
SELECTED FINANCIAL INFORMATION
<TABLE>
<CAPTION>
(Dollars in millions except per share amounts)     1997       1996        1995   
- - ----------------------------------------------------------------------------------
<S>                                            <C>        <C>         <C>        
REVENUES
Aircraft                                       $  3,025    $    2,593  $     2,420  
Automotive                                        2,127         1,627        1,534  
Industrial                                        3,181         2,959        2,515  
Finance                                             350           327          311  
- - ----------------------------------------------------------------------------------
Total revenues                                 $  8,683    $    7,506  $     6,780  
==================================================================================
INCOME
Aircraft                                       $    313    $      261  $       237  
Automotive                                          150           146          135  
Industrial                                          346           300          250  
Finance                                             108            96           88  
- - ----------------------------------------------------------------------------------
TOTAL OPERATING INCOME                              917           803          710  
Corporate expenses and other - net                 (140)         (115)        (119) 
Interest expense - net                             (129)         (148)        (178) 
Income taxes                                       (250)         (211)        (165) 
Distributions on preferred securities of
  subsidiary trust, net of income taxes             (26)          (23)           -  
- - ----------------------------------------------------------------------------------
INCOME FROM CONTINUING OPERATIONS*             $    372    $      306  $       248  
==================================================================================
PER SHARE OF COMMON STOCK
Income from continuing operations - basic*     $   2.25    $     1.82  $      1.45  
Income from continuing operations - diluted*   $   2.19    $     1.78  $      1.43  
Dividends declared                             $   1.00    $      .88  $       .78  
Book value at year-end                         $  19.78    $    19.10  $     19.96  
Common stock price: High                       $ 70 3/4    $   48 7/8  $  38 11/16  
                    Low                        $     45    $  34 9/16      24 5/16   
                    Year-end                   $ 62 5/8    $ 46 11/16  $    33 3/4   
Common shares outstanding (in thousands):
  Basic average                                 164,830       167,453      169,848   
  Diluted average                               169,503       171,652      173,252   
  Year-end                                      167,315       169,745      173,340   
==================================================================================
FINANCIAL POSITION
Total assets                                   $ 11,330    $   11,514  $    11,207   
Debt:
  Parent Group                                 $  1,221    $    1,507  $     1,774   
  Finance Group                                $  2,365    $    2,441  $     2,277   
Preferred securities of subsidiary trust       $    483    $      483  $         -   
Shareholders' equity                           $  3,228    $    3,183  $     3,412   
Parent Group debt to total capital                   25%           29%          34%  
==================================================================================
INVESTMENT DATA
Capital expenditures                           $    374    $      312  $       258   
Depreciation                                   $    246    $      205  $       177   
Research and development                       $    602    $      576  $       656   
==================================================================================
OTHER DATA
Number of employees at year-end                  56,000        49,000       46,000   
Number of common shareholders at year-end        24,000        25,000       26,000   
==================================================================================

<CAPTION>
                                                    1994       1993        1992        1991
- - --------------------------------------------------------------------------------------------
<S>                                             <C>         <C>          <C>         <C> 
REVENUES
Aircraft                                         $   2,186   $  1,987     $  1,521    $ 1,256
Automotive                                           1,511      1,178          788        661
Industrial                                           2,982      3,106        3,308      3,294
Finance                                                277        259          258        202
- - --------------------------------------------------------------------------------------------
Total revenues                                   $   6,956   $  6,530     $  5,875    $ 5,413
==============================================================================================
INCOME
Aircraft                                         $     194   $    172     $   128     $   113
Automotive                                             132         89          68          50
Industrial                                             248        237         285         311
Finance                                                 83         74          62          45
- - ---------------------------------------------------------------------------------------------
TOTAL OPERATING INCOME                                 657        572         543         519
Corporate expenses and other - net                     (92)      (103)        (81)        (89)
Interest expense - net                                (190)      (214)       (238)       (213)
Income taxes                                          (160)       (87)        (87)        (92)
Distributions on preferred securities of
  subsidiary trust, net of income taxes                  -          -           -           -
- - --------------------------------------------------------------------------------------------
Income from continuing operations*               $     215   $    168     $   137     $   125
=============================================================================================
PER SHARE OF COMMON STOCK
Income from continuing operations - basic*        $   1.21   $    .95     $   .78     $   .72
Income from continuing operations - diluted*     $    1.19   $    .94     $   .77     $   .71
Dividends declared                               $     .70   $    .62     $   .56     $  .515
Book value at year-end                           $   16.72   $  15.59     $ 14.05     $ 16.82
Common stock price: High                         $30  5/16   $29 7/16     $22 3/8     $19 3/4
                    Low                          $23   1/4   $20 3/16     $16 7/8     $12 1/2
                    Year-end                     $25  3/16   $29  1/8     $22 3/8     $19 1/4
Common shares outstanding (in thousands):
  Basic average                                    176,474    176,071     173,334     171,061
  Diluted average                                  180,208    179,713     177,087     174,724
  Year-end                                         174,616    180,509     178,366     175,903
=============================================================================================
FINANCIAL POSITION
Total assets                                      $ 10,374   $ 10,462     $10,009     $ 7,862
Debt:
  Parent Group                                    $  1,582   $  2,025     $ 2,283     $ 1,820
  Finance Group                                   $  2,162   $  2,037     $ 1,873     $ 1,495
Preferred securities of subsidiary trust          $      -   $      -     $     -     $     -
Shareholders' equity                              $  2,882   $  2,780     $ 2,488     $ 2,928
Parent Group debt to total capital                      35%        42%         48%         45%
=============================================================================================
INVESTMENT DATA
Capital expenditures                              $    274   $    227     $   199     $   135
Depreciation                                      $    190   $    185     $   178     $   163
Research and development                          $    611   $    514     $   430     $   457
=============================================================================================
OTHER DATA
Number of employees at year-end                     43,000     46,000      44,000      42,000
Number of common shareholders at year-end           27,000     28,000      30,000      31,000
=============================================================================================
</TABLE>

*Before cumulative effect of changes in accounting principles in 1992.

All share related data has been restated to reflect the effect of the
two-for-one common stock split in the form of a stock dividend in May 1997.
Prior year amounts have been reclassified to conform to the current year's
segment presentation.




document3
                                                Exhibit 99.2
                                        
                                  TEXTRON INC.
              INDEX TO APRIL 4, 1998 RESTATED FINANCIAL STATEMENTS
                             AND RELATED INFORMATION

                                                                         
                                                                     Page (s)
                                                                         
Item 1. Financial Statements                                             
                                                                         
 Condensed Consolidated Statement of Income                             2
                                                                         
 Condensed Consolidated Balance Sheet                                   3
                                                                         
 Condensed Consolidated Statement of Cash Flows                         4
                                                                         
 Notes to Condensed Consolidated Financial Statements                  5-11
                                                                         
 Item 2. Management's Discussion and Analysis of Financial               
  Condition and Results of Operations
                                                                         
  Revenues and Income by Segment                                        12
                                                                         
  Liquidity and Capital Resources                                       13
                                                                         
  Results of Operations                                               13-15
                                                                         
Item 3. Quantitative and Qualitative Disclosures about Market           15
Risk
                                                                         
Other                                                                    
                                                                         
 Computation of ratio of income to combined fixed charges and           16
  preferred securities dividends of the Parent Group


                                                                         
 Computation of ratio of income to combined fixed charges and           17
  preferred securities dividends of Textron Inc. including all
  majority-owned subsidiaries



Item 1.   FINANCIAL STATEMENTS
<TABLE>
                                  TEXTRON INC.
             Condensed Consolidated Statement of Income (unaudited)
                 (Dollars in millions except per share amounts)
<CAPTION>
                                                                  Three months ended
                                                             April 4,                March 29,
                                                             1998                     1997
<S>                                                     <C>                     <C>
Revenues
Manufacturing sales                                     $     2,167             $       2,021
Finance revenues                                                 85                        82
   Total revenues                                             2,252                     2,103
Costs and expenses                                                              
Cost of sales                                                 1,765                     1,656
Selling and administrative                                      238                       221
Interest                                                         74                        76
Provision   for  losses  on  collection  of   finance             5                         6
receivables
   Total costs and expenses                                   2,082                     1,959
Income from continuing operations before income taxes                           
  and distributions on preferred securities of                                  
  subsidiary trust                                              170                       144
Income taxes                                                   (65)                      (58)
Distributions  on preferred securities of  subsidiary                           
trust, net of income taxes                                      (6)                       (6)
Income  from  continuing operations,
  net  of  income taxes                                         99                        80
Income  from  discontinued operation, net  of  income            43                        45
  taxes
Net income                                              $       142             $         125
Earnings per common share:
  Basic:
    Income from continuing operations                   $         .60            $          .48
    Income from discontinued operation                            .27                       .27
Net income                                              $         .87            $          .75
  Diluted:                                                                       
    Income from continuing operations                   $         .59            $          .47
    Income from discontinued operation                            .26                       .26
Net income                                              $         .85            $          .73
Average shares outstanding:                                                     
  Basic                                                   162,809,000                165,897,000
  Diluted                                                 167,155,000                170,388,000

Dividends per share:                                                            
  $2.08 Preferred stock, Series A                          $       .52             $       .52
  $1.40 Preferred stock, Series B                          $       .35             $       .35
  Common stock                                             $       .285            $       .25
</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>
                                                             April 4,           January 3,
                                                             1998                1998
<S>                                                     <C>                <C>
Assets
Parent Group: 
Cash                                                    $          7       $          30
Commercial and U.S. government receivables                     1,050                 920
Inventories                                                    1,568               1,349
Investment in discontinued operation                           1,174               1,214
Other current assets                                             329                 185
  Total Parent Group current assets                            4,128               3,698
Property, plant, and equipment, less accumulated                           
  depreciation of $1,699 and $1,676                            1,825               1,761
Goodwill, less accumulated amortization of $342 and                        
  $329                                                         1,733               1,567
Other                                                          1,188               1,126
 Total Parent Group assets                                     8,874               8,152
Finance Group:                                                             
Cash                                                              13                  13
Finance receivables - net                                      3,110               2,993
Other assets                                                     194                 172
 Total Finance Group assets                                    3,317               3,178
 Total Company assets                                   $     12,191       $      11,330
Liabilities and shareholders' equity                                       
Liabilities                                                                
Parent Group:                                                              
Current portion of long-term debt and short-term debt   $        866       $         476
Accounts payable                                                 827                 812
Accrued liabilities                                              847                 853
 Total Parent Group current liabilities                        2,540               2,141
Accrued postretirement benefits other than pensions              763                 766
Other liabilities                                              1,317               1,195
Long-term debt                                                   841                 745
  Total Parent Group liabilities                               5,461               4,847
Finance Group:                                                             
Other liabilities                                                153                  88
Deferred income taxes                                            319                 319
Debt                                                           2,413               2,365
  Total Finance Group liabilities                              2,885               2,772
  Total Company liabilities                                    8,346               7,619
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                  13
  Common stock                                                     24                  24
Capital surplus                                                   865                 830
Retained earnings                                               3,457               3,362
Accumulated other comprehensive income                           (58)                (62)
                                                                4,301               4,167
  Less cost of treasury shares                                    939                 939
  Total shareholders' equity                                    3,362               3,228
  Total liabilities and shareholders' equity            $      12,191      $       11,330
                                                                           
Common shares outstanding                                 163,361,000         162,343,000
</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>
                                                                Three Months Ended
                                                           April 4,           March 29,
                                                             1998                1997
<S>                                                      <C>                 <C>
Cash flows from operating activities:
Income from continuing operations                        $        99         $         80
Adjustments  to  reconcile  income  from   continuing                      
operations to net cash provided by operating activities:
   Depreciation                                                   65                   57
   Amortization                                                   17                   16
   Provision for losses on receivables                             7                    8
   Dividends from discontinued operation                          90                   25
    Changes in assets and liabilities excluding those                      
      related to acquisitions and divestitures:
        Increase in commercial and U.S. government                         
          receivables                                           (90)                  (8)
        Increase in inventories                                (156)                (138)
        Decrease (increase) in other assets                    (123)                    9
        Increase (decrease) in accounts payable                 (13)                   17
        Increase in accrued liabilities                          114                    2
  Other - net                                                     29                  (7)
  Net cash provided by operating activities                       39                   61
Cash flows from investing activities:                                      
Finance receivables:                                                       
  Originated or purchased                                      (801)                (528)
  Repaid or sold                                                 749                  516
Cash used in acquisitions                                      (227)                (324)
Cash received from dispositions                                    -                  549
Capital expenditures                                            (82)                 (82)
Other investing activities - net                                 (5)                   13
    Net cash provided (used) by investing activities           (366)                  144
Cash flows from financing activities:                                      
Increase (decrease) in short-term debt                           350                 (59)
Proceeds from issuance of long-term debt                       (329)                    2
Principal payments on long-term debt                             300                 (45)
Proceeds from exercise of stock options                           30                   16
Purchases of Textron common stock                                  -                  (6)
Dividends paid                                                  (47)                 (42)
    Net cash provided (used) by financing activities             304                (134)
Net increase (decrease) in cash                                 (23)                   71
Cash at beginning of period                                       43                   31
Cash at end of period                                    $        20         $        102
</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
          and  the  restated financial statements on Form 8-K dated  October  6,
          1998  for  the  year ended January 3, 1998.  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
          April  4,  1998, and its consolidated results of operations  and  cash
          flows  for each of the respective three month periods ended  April  4,
          1998  and March 29, 1997.  Business segment data has been reclassified
          to  reflect the transfer of Lycoming from the Aircraft segment to  the
          Industrial segment.

Note 2:   Subsequent events
          
          On August 11, 1998, Textron announced that it had reached an agreement
          to  sell  Avco  Financial Services (AFS) to Associates  First  Capital
          Corporation for $3.9 billion in cash.  This transaction is subject  to
          regulatory approvals and it is expected to close at the end of 1998 or
          early  1999.   Textron  has  restated  its  financial  statements   as
          presented herein to treat AFS as a discontinued operation.   Also,  on
          August  11,  1998  Textron announced that its Board of  Directors  had
          authorized  a new 25 million share repurchase program that  supersedes
          the 8 million shares that remained under its previous authorization.
          
          Summarized operating results of AFS are represented below:
<TABLE>
<CAPTION>
                                                Three months ended
                                              April 4,      March 29,
                                                1998           1997
                                                   (In millions)
          <S>                                 <C>            <C>
          Revenues                            $    464       $     446
          Cost and expenses                        394             373
          Income before income taxes                70              73
          Income taxes                            (27)            (28)
          Net income                          $     43       $      45
</TABLE>
          Presented below is a summary of AFS' financial position at April 4 and
          January 3, 1998:
<TABLE>
<CAPTION>
                                               April 4,     January 3,
                                                 1998          1998
                                                    (In millions)
          <S>                                   <C>            <C>
          Assets:
           Investments                         $    909     $      844
           Finance receivables - net              7,192          7,234
           Other                                    638            654
           Total assets                        $  8,739     $    8,732
          Liabilities:                                    
           Accounts payable                    $    115     $      123
           Accrued liabilities, including
             income taxes                           462            485
           Debt                                   6,988          6,910
           Total equity                           1,174          1,214
           Total liabilities and equity        $  8,739     $    8,732
</TABLE>

Note 3:   Earnings per Share
          
          In  1997,  Textron  adopted FAS 128 "Earnings  Per  Share."   FAS  128
          requires  companies  to present basic and diluted earnings  per  share
          amounts.  The dilutive effect of convertible preferred stock and stock
          options was 4,436,000 and 4,491,000 shares for the three month periods
          ending  April  4,  1998  and  March 29,  1997,  respectively.   Income
          available  to  common shareholders used to calculate  both  basic  and
          diluted earnings per share approximated net income for both periods.

Note 4:   Inventories
<TABLE>
<CAPTION>
                                               April 4,        January 3,
                                                 1998             1998
                                                     (In millions)
          <S>                                  <C>               <C>
          Finished goods                       $   458           $   454
          Work in process                          865               675
          Raw materials                            420               366
                                                   1,743           1,495
          Less progress payments and                           
          customer                                 175               146
          deposits
                                               $   1,568         $ 1,349

</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
          
          Textron is subject to a number of lawsuits, investigations and  claims
          arising  out of the conduct of its business, including those  relating
          to  commercial transactions, government contracts, product  liability,
          and  environmental, safety and health matters. Some seek compensatory,
          treble or punitive damages in substantial amounts; fines, penalties or
          restitution; or remediation of contamination. Some are or  purport  to
          be  class  actions. 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
          any  liability  for  these  suits and proceedings  would  not  have  a
          material effect on Textron's net income or financial condition.

Note 7:   Comprehensive Income
          
          In  1998,  Textron adopted FAS 130, "Reporting Comprehensive  Income."
          FAS  130  establishes  new  rules for the  reporting  and  display  of
          comprehensive income and its components; however, the adoption of this
          Statement  had  no  impact  on Textron's net income  or  shareholders'
          equity.   FAS 130 requires unrealized gains or losses on the Company's
          available-for-sale   securities  and  foreign   currency   translation
          adjustments,  which  prior  to adoption were  reported  separately  in
          shareholders'  equity,  to be included in other comprehensive  income.
          Prior  year financial statements have been reclassified to conform  to
          the requirements of FAS 130.
          
          During  the first quarter of 1998 and 1997, total comprehensive income
          amounted to $146 million and $90 million, respectively.

Note 8:   Financial information by borrowing group
          
          Textron  consists of two borrowing groups - the Textron Parent Company
          Borrowing  Group  (Parent  Group)  and  Textron's  commercial  finance
          subsidiary (Finance Group).  The Parent Group consists of all entities
          of  Textron  (primarily  manufacturing) other  than  its  wholly-owned
          commercial  finance subsidiary. The Finance Group consists of  Textron
          Financial Corporation (TFC). Summarized financial information for  the
          Parent  Group  (Statement  of  Income and  Statement  of  Cash  Flows)
          includes the Finance Group on a one-line basis under the equity method
          of accounting.

Item 1    FINANCIAL STATEMENTS (Continued)
Note 8:   Financial information by borrowing group (continued)
<TABLE>
PARENT GROUP
(unaudited) (In millions)
<CAPTION>
                                                               Three Months Ended
                                                           April 4,          March 29,
Condensed Statement of Income                                1998               1997
<S>                                                     <C>                 <C>
Sales                                                   $     2,167         $    2,021
Costs and expenses                                                        
Cost of sales                                                 1,765              1,656
Selling and administrative                                      221                206
Interest                                                         36                 39
  Total costs and expenses                                    2,022              1,901
                                                                145                120
Pretax income of Finance Group                                   25                 24
Income from continuing operations before income taxes                     
  and distribution on preferred securities of subsidiary
  trust                                                        170                144
Income taxes                                                   (65)               (58)
Distributions  on preferred securities of  subsidiary                     
  trust, net of income taxes                                    (6)                (6)
Income  from  continuing operations,  net  of  income
  taxes                                                          99                 80
Income  from  discontinued operation, net  of  income
  taxes                                                          43                 45
Net income                                              $       142         $      125
</TABLE>
Item 1.   FINANCIAL STATEMENTS (Continued)
Note 8:   Financial information by borrowing group (continued)
<TABLE>
PARENT GROUP (continued)
(Unaudited) (In millions)
<CAPTION>
                                                                Three Months Ended
                                                           April 4,           March 29,
                                                             1998                1997
Condensed Statement of Cash Flows
<S>                                                      <C>                <C>
Cash flows from operating activities:
Income from continuing operations                        $        99         $        80
Adjustments to reconcile income from continuing                            
operations to net cash provided (used) by operating
activities:
    Earnings of Finance Group (greater than)                               
     less than distributions to Parent Group                     (3)                   9
    Dividends received from discontinued operation                90                  25
    Depreciation                                                  64                  55
    Amortization                                                  16                  15
    Changes in assets and liabilities excluding those                      
     related to acquisitions and divestitures:
       Increase in receivables                                  (90)                 (8)
       Increase in inventories                                 (156)               (138)
       Increase in other assets                                (149)                (25)
       Increase  in  accounts  payable  and  accrued
         liabilities                                              71                  16
    Other - net                                                   31                 (8)
        Net   cash   provided  (used)  by   operating
          activities                                            (27)                  21
Cash flows from investing activities:                                      
Capital expenditures                                            (82)                (81)
Cash used in acquisitions                                      (210)               (324)
Cash received from dispositions                                    -                 549
Other investing activities - net                                   7                  14
        Net   cash   provided  (used)  by   investing
          activities                                           (285)                 158
Cash flows from financing activities:                                      
Increase in short-term debt                                      374                (80)
Proceeds from issuance of long-term debt                           -                   2
Principal payments on long-term debt                            (45)                 (5)
Proceeds from exercise of stock options                           30                  16
Purchases of Textron common stock                                  -                 (6)
Dividends paid                                                  (47)                (42)
Contributions paid to Finance Group                             (23)                   -
        Net   cash   provided  (used)  by   financing
           activities                                            289                (115)
Net increase (decrease) in cash                                 (23)                  64
Cash at beginning of period                                       30                  24
Cash at end of period                                    $         7         $        88

</TABLE>
Item 1    FINANCIAL STATEMENTS (Continued)
Note 8:   Financial information by borrowing group (continued)
<TABLE>
FINANCE GROUP
(unaudited) (In millions)
<CAPTION>
                                                               Three Months Ended
                                                          March 31,          March 31,
Condensed Statement of Income                                1998               1997
<S>                                                     <C>                <C>
Revenues                                                $         85       $         82
Costs and expenses                                                        
Selling and administrative                                        18                 15
Interest                                                          37                 37
Provision for losses on collection of finance
  receivables                                                      5                  6
    Total costs and expenses                                      60                 58
Income before income taxes                                        25                 24
Income taxes                                                    (10)               (10)
Net income                                              $         15       $         14
<\TABLE\



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

</TABLE>
<TABLE>
                                  TEXTRON INC.
                     Revenues and Income by Business Segment
                                  (In millions)
<CAPTION>
                                                                 Three Months Ended
                                                           April 4,             March 29,
                                                             1998                  1997
<S>                                                      <C>                  <C>
REVENUES
MANUFACTURING:                                                               
  Aircraft                                               $       656          $       679
  Automotive                                                     618                  557
  Industrial                                                     893                  785
                                                               2,167                2,021
FINANCE                                                           85                   82
Total revenues                                           $     2,252          $     2,103
INCOME                                                                       
MANUFACTURING:                                                               
  Aircraft                                               $        61          $        60
  Automotive                                                      56                   50
  Industrial                                                      95                   82
                                                                 212                  192
FINANCE                                                           25                   24
Segment operating income                                         237                  216
Corporate expenses and other - net                              (31)                 (33)
Interest expense - net                                          (36)                 (39)
Income  from continuing operations before income                             
  taxes and distributions on preferred securities                            
  of subsidiary trust                                    $       170          $       144

</TABLE>

Liquidity and Capital Resources

The Statements of Cash Flows for Textron Inc. and the Parent Group detailing the
changes  in  cash  balances  are on pages 4 and 10,  respectively.   The  Parent
Group's  operating cash flow includes dividends received from the Finance  Group
of  $12 million and $23 million during the first three months of 1998 and  1997,
respectively.

The Parent Group's debt to total capital ratio was 31% at April 4, 1998, up from
25% at year end.  The Parent Group has credit facilities outstanding at April 4,
1998 aggregating $2.0 billion, $1.1 billion of which was not used or reserved as
support for outstanding commercial paper or bank borrowings.  At March 31, 1998,
the  Finance  Group  had  credit facilities outstanding  of  approximately  $1.1
billion,  $125 million of which was available at quarter end.  The Parent  Group
had $311 million available at quarter end under its shelf registration statement
with the Securities and Exchange Commission.  In the first quarter of 1998,  the
Finance Group increased its medium-term note facility by $750 million and issued
$300  million medium-term notes under this facility.  The Finance Group had $542
million available under the facility at March 31, 1998.

In  the first quarter, Textron acquired the capital stock of Ransomes PLC, a UK-
based  manufacturer  of commercial turf-care machinery, and  Sukosim,  a  German
fastener  manufacturer.  The cost of these acquisitions was  approximately  $290
million,  which  includes notes issued for approximately $80 million,  plus  the
assumption of debt.

In  the first three months of 1998, the Parent Group terminated $275 million  of
fixed-pay interest rate exchange agreements.

On August 11, 1998, Textron announced that its Board of Directors had authorized
a  new  25 million share repurchase program that supersedes the 8 million shares
that remained under its previous authorization.

Management believes that the Parent Group will continue to have adequate  access
to  credit markets and that its credit facilities, cash flows from operations --
including  dividends  received  from Textron's Finance  Group  --  and  expected
proceeds from the sale of AFS, will continue to be more than sufficient to  meet
its operating needs and to finance growth.

Results  of Operations - Three months ended April 4, 1998 vs Three months  ended
March 29, 1997

Diluted earnings per share from continuing operations in the first quarter of
1998 were $0.59 per share, up 26% from the 1997 amount of $0.47.  Income from
continuing operations in 1998 of $99 million was up 24% from $80 million for
1997.

Diluted earnings per share - net income in the first quarter 1998 were $0.85 per
share, up 16% from the 1997 amount of $0.73.  Net income in 1998 of $142 million
was up 14% from $125 million for 1997.  Revenues increased 7% to $2.3 billion in
1998 from $2.1 billion in 1997.

On August 11, 1998, Textron announced that it had reached an agreement to sell
Avco Financial Services (AFS) to Associates First Capital Corporation for $3.9
billion in cash.  This transaction is subject to regulatory approvals and it is
expected to close at the end of 1998 or early 1999.  Textron has restated its
financial statements as presented herein to treat AFS as a discontinued
operation.  See Note 2 to the condensed consolidated financial statements for
additional information.

The Aircraft segment's revenues decreased $23 million (3%), while income
increased $1 million (2%), due to higher results at Cessna Aircraft. Cessna's
revenues and income increased as a result of higher sales of business jets and
single engine aircraft. Bell Helicopter's revenues and income decreased due to
lower commercial helicopter sales ($89 million), reflecting the completion in
1997 of the three-year contract for model 412 helicopters with the Canadian
Forces, partially offset by higher revenues on the six-year contract to upgrade
Huey and Cobra helicopters for the U.S. Marines ($14 million). The impact of a
favorable profit adjustment on the V-22 EMD contract in 1997 was offset by a
lower level of product development expense in 1998.

The  Automotive  segment's revenues increased $61 million  (11%),  while  income
increased  $6  million  (12%). These revenue and income increases  were  due  to
higher volume at Kautex associated with capacity expansion in North America, and
higher  sales  and  improved  performance in  the  Trim  operations,  reflecting
increased production of models with Textron content, primarily at Chrysler.

The  Industrial segment's revenues and income increased $108 million  (14%)  and
$13  million (16%), respectively, reflecting the contribution from acquisitions,
principally  Ransomes  PLC., and internal growth combined  with  ongoing  margin
improvement.  Internal growth was driven by continued strength in the  fastening
systems,  aerospace components and contractor tools businesses.  These  benefits
were partially offset by the fourth quarter 1997 divestiture of Speidel.

The Finance segment's (TFC) revenues increased $3 million, due to an increase in
other income, and higher yields on receivables (10.10% in the first quarter 1998
vs 9.84% in the first quarter 1997), partially offset by a lower level of
average receivables ($3.059 billion in the first quarter 1998 vs $3.139 billion
in the first quarter 1997), due primarily to the securitization of $401 million
of Textron-related receivables in the third quarter of 1997. The increase in
other income is due primarily to servicing fees related to securitized
receivables, an increase in fee-based services and higher prepayment income,
partially offset by lower arrangement fee income. Its income increased $1
million, due to the higher revenues and a lower provision for losses, partially
offset by growth in businesses with higher operating expense ratios.

Discontinued  Operations  - AFS' revenues increased $18  million,  while  income
decreased  $3  million. Revenues in its finance and related  insurance  business
increased $11 million, due to an increase in average finance receivables ($7.683
billion in the first quarter 1998 vs $7.179 billion in the first quarter  1997),
reflecting  the  benefit  of  the  acquisition of  $534  million  of  commercial
receivables  during  1997,  and a gain of $4 million  on  the  sale  of  certain
underperforming  branches in 1998. The benefit of these  revenue  increases  was
partially offset by a decrease in yields on finance receivables (17.18%  in  the
first  quarter  1998  vs  18.08%  in the first quarter  1997),  reflecting  both
decreases  in  yields  on consumer finance receivables  and  the  impact  of  an
increase  in lower-yielding commercial receivables. Income decreased $6 million,
due  primarily to the lower yields on finance receivables and a slight  increase
in  the average cost of borrowed funds (6.55% in the first quarter 1998 vs 6.49%
in  the  first  quarter 1997), partially offset by the benefit  of  the  revenue
increases  and a decrease in the provision for losses resulting from a  decrease
in  the ratio of net credit losses to average finance receivables (2.86% in  the
first quarter 1998 vs 3.06% in the first quarter 1997). The decrease in the  net
credit  losses to average finance receivables was attributable to the impact  of
the increase in commercial receivables, which have a lower loss ratio, partially
offset  by a slight increase in the loss ratio for the consumer finance business
(3.20%  in  the  first  quarter  1998  vs 3.17%  in  the  first  quarter  1997).
Delinquencies  and  charge-offs remain at higher  than  historical  levels.  AFS
continued to reconfigure its branch network in the U.S. and sold nine additional
underperforming branches in the first quarter.

In AFS' nonrelated insurance business, revenues increased $7 million and income
increased $3 million, due primarily to higher premiums earned and an increase in
investment income, reflecting a higher level of invested assets and capital
gains.

Corporate  expenses and other -net decreased $2 million due  primarily  to  1997
litigation costs related to a divested operation.  Interest expense-net for  the
Parent Group decreased $3 million, due to lower average debt, resulting from the
payment  of  debt  with proceeds in 1997 from the divestiture  of  Paul  Revere,
partially  offset  by the incremental debt associated with acquisitions.  Income
taxes - the current quarter's effective income tax rate of 38.2% was lower  than
the  corresponding prior year rate of 40.3%, due primarily to lower state income
taxes and an increase in tax benefits on export sales.



Forward-looking Information: Certain statements in this Report, and  other  oral
and  written  statements made by Textron from time to time, are  forward-looking
statements,  including those that discuss strategies, goals,  outlook  or  other
non-historical matters; or project revenues, income, returns or other  financial
measures.    These  forward-looking  statements  are  subject   to   risks   and
uncertainties  that  may cause actual results to differ  materially  from  those
contained  in  the  statements, including the following:  (i)  continued  market
demand for the types of products and services produced and sold by Textron, (ii)
changes in worldwide economic and political conditions and associated impact  on
interest  and  foreign  exchange rates, (iii) the level  of  sales  by  original
equipment manufacturers of vehicles for which Textron supplies parts,  and  (iv)
the successful integration of companies acquired by Textron.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
        RISK

See  the  Company's  most  recent  Restated  Financial  Statements  and  Related
Financial  Information  filed on Form 8-K Exhibit 99.1 (Management's  Discussion
and  Analysis on pages 3 through 9).  There has been no material change in  this
information.


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

<CAPTION>
                                                            Three Months
                                                               Ended
                                                           April 4, 1998
<S>                                                          <C>
Fixed charges:
  Interest expense                                           $       36
  Distributions on preferred securities of subsidiary      
    trust, net of income taxes                                        6
  Estimated interest portion of rents                                 5
                                                           
    Total fixed charges                                      $       47
                                                           
                                                           

Income:                                                    
    Income from continuing operations before income taxes      
      and distributions on preferred securities of             
      subsidiary trust                                       $      170
  Eliminate equity in undistributed pretax income of       
    Finance Group                                                  (13)
  Fixed charges (1)                                                  41
                                                           
    Adjusted income                                          $      198
                                                           
                                                           

Ratio of income to fixed charges                                   4.21
                                                           

</TABLE>
(1)Adjusted to exclude distributions on preferred securities of subsidiary
   trust, net of income taxes.



<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>
                                                            Three Months
                                                                Ended
                                                            April 4,1998
<S>                                                            <C>
Fixed charges:
  Interest expense                                              $    74
  Distributions on preferred securities of subsidiary      
    trust, net of income taxes                                        6
  Estimated interest portion of rents                                 5
                                                           
    Total fixed charges                                         $    85
                                                           
                                                           

Income:                                                    
  Income from continuing operations before income taxes    
    and distributions on preferred securities of           
    subsidiary trust                                            $   170
  Fixed charges (1)                                                  79
                                                           
    Adjusted income                                             $   249
                                                           
                                                           

Ratio of income to fixed charges                                   2.93
                                                           

</TABLE>
(1)   Adjusted  to exclude distributions on preferred securities  of  subsidiary
      trust, net of income taxes





                                                Exhibit 99.3
                                
                          TEXTRON INC.
       INDEX TO JULY 4, 1998 RESTATED FINANCIAL STATEMENTS
                     AND RELATED INFORMATION

                                                                
                                                            Page (s)
Item 1. Financial Statements                                    
                                                                
 Condensed Consolidated Statement of Income                    2
                                                                
 Condensed Consolidated Balance Sheet                          3
                                                                
 Condensed Consolidated Statement of Cash Flows                4
                                                                
 Notes to Condensed Consolidated Financial Statements         5-11
                                                                
Item 2. Management's Discussion and Analysis of                 
Financial Condition and Results of Operations
                                                                
 Revenues and Income by Segment                                12
                                                                
 Liquidity and Capital Resources                               13
                                                                
 Results of Operations                                       14-17
                                                                
Item 3. Quantitative and Qualitative Disclosures about         18
Market Risk
                                                                
Other                                                           
                                                                
 Computation of ratio of income to combined fixed              19
  charges and preferred securities dividends of the
  Parent Group
                                                                
 Computation of ratio of income to combined fixed              20
  charges andpreferred securities dividends of
  Textron Inc. including all majority-owned subsidiaries

Item 1.   FINANCIAL STATEMENTS
<TABLE>
                          TEXTRON INC.
     Condensed Consolidated Statement of Income (unaudited)
         (Dollars in millions except per share amounts)
<CAPTION>
                                                            Three Months Ended                 Six Months Ended
                                                          July 4,         June 28,         July 4,         June 28,
                                                            1998            1997             1998            1997
<S>                                                     <C>             <C>               <C>            <C>
Revenues
Manufacturing sales                                     $    2,393      $    2,117       $    4,560      $    4,138
Finance revenues                                                91              90              176             172
    Total revenues                                           2,484           2,207            4,736           4,310
Costs and expenses                                                                                      
Cost of sales                                                1,947           1,730            3,712           3,386
Selling and administrative                                     254             228              493             449
Gain on sale of division                                      (97)               -             (97)               -
Special charges                                                 87               -               87               -
Interest                                                        79              70              152             146
Provision for losses on collection of                                                                   
  finance receivables                                            5               6               10              12
    Total costs and expenses                                 2,275           2,034            4,357           3,993
Income from continuing operations                                                                       
  before income taxes and                                                                               
  distributions on preferred securities                                                                 
  of subsidiary trust                                          209             173              379             317
Income taxes                                                  (86)            (66)            (151)           (124)
Distributions on preferred securities of                                                                
  subsidiary trust, net of income taxes                        (7)             (7)             (13)            (13)
                                                               116             100              215             180
Income from continuing operations
Income from discontinued operation,                                                                     
  net of income taxes                                           48              45               91              90
Net income                                              $      164      $      145       $      306      $      270
Earnings per share:                                                                                     
Basic:                                                                                                  
  Income from continuing operations                      $       .71     $      .60      $      1.32      $     1.09
  Income from discontinued operation                             .29            .28              .55             .54
Net income                                               $      1.00     $      .88      $      1.87      $     1.63
Diluted:                                                                                                
  Income from continuing operations                      $       .70     $      .59      $      1.29      $     1.06
  Income from discontinued operation                             .28            .27              .54             .53
Net income                                               $       .98     $      .86      $      1.83      $     1.59
Average shares outstanding:                                                                             
  Basic                                                  163,613,000     165,173,000     163,189,000      165,442,000
  Diluted                                                168,027,000     169,797,000     167,541,000      169,993,000
Dividends per share:                                                                                    
  $2.08 Preferred stock, Series A                        $       .52     $      .52      $      1.04      $     1.04
  $1.40 Preferred stock, Series B                        $       .35     $      .35      $       .70      $      .70
  Common stock                                           $       .285    $      .25      $       .57      $      .50
</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>
                                                             July 4,            January 3,
                                                             1998                1998
<S>                                                     <C>                <C>
Assets
Parent Group:                                                              
Cash                                                    $         77       $           30
Commercial and U.S. government receivables                     1,077                  920
Inventories                                                    1,602                1,349
Investment in discontinued operation                           1,178                1,214
Other current assets                                             387                  185
  Total Parent Group current assets                            4,321                3,698
Property, plant, and equipment, less accumulated                           
  depreciation of $1,762 and $1,676                            1,917                1,761
Goodwill, less accumulated amortization of $354 and                        
  $329                                                         1,807                1,567
Other                                                          1,208                1,126
 Total Parent Group assets                                     9,253                8,152
Finance Group:                                                             
Cash                                                              23                   13
Finance receivables - net                                      3,179                2,993
Other assets                                                     195                  172
 Total Finance Group assets                                    3,397                3,178
 Total Company assets                                   $     12,650       $       11,330
Liabilities and shareholders' equity                                       
Liabilities                                                                
Parent Group:                                                              
Current portion of long-term debt and short-term debt   $      1,019       $          476
Accounts payable                                                 823                  812
Accrued liabilities                                              905                  853
 Total Parent Group current liabilities                        2,747                2,141
Accrued postretirement benefits other than pensions              772                  766
Other liabilities                                              1,375                1,195
Long-term debt                                                   854                  745
  Total Parent Group liabilities                               5,748                4,847
Finance Group:                                                             
Other liabilities                                                183                   88
Deferred income taxes                                            308                  319
Debt                                                           2,466                2,365
  Total Finance Group liabilities                              2,957                2,772
  Total Company liabilities                                    8,705                7,619
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                   13
  Common stock                                                    24                   24
Capital surplus                                                  881                  830
Retained earnings                                              3,575                3,362
Accumulated other comprehensive income                          (92)                 (62)
                                                               4,401                4,167
  Less cost of treasury shares                                   939                  939
  Total shareholders' equity                                   3,462                3,228
  Total liabilities and shareholders' equity            $     12,650       $       11,330
                                                                           
Common shares outstanding                                163,772,000          162,343,000
</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>
                                                                 Six Months Ended
                                                           July 4,             June 28,
                                                             1998                1997
<S>                                                      <C>                    <C>
Cash flows from operating activities:
Income from continuing operations                        $       215         $       180
Adjustments to reconcile income from continuing                            
operations
  to net cash provided by operating activities:
    Depreciation                                                 137                 118
    Amortization                                                  31                  32
    Provision for losses on receivables                           12                  13
    Special charges                                               87                   -
    Gain on sale of business                                    (97)                   -
    Dividends received from discontinued operation               115                  50
    Changes in assets and liabilities excluding those                      
      related to acquisitions and divestitures:
       Increase in commercial and U.S. government                          
          receivables                                          (113)                (61)
       Increase in inventories                                 (198)               (171)
       Increase in other assets                                (126)                (52)
       Decrease in accounts payable                             (53)                (11)
       Increase in accrued liabilities                           189                  65
  Other - net                                                   (16)                  11
  Net cash provided by operating activities                      183                 174
Cash flows from investing activities:                                      
Proceeds from disposition of investments                           -                 245
Finance receivables:                                                       
  Originated or purchased                                    (1,857)             (1,279)
  Repaid or sold                                               1,741               1,153
Cash used in acquisitions                                      (441)               (324)
Cash received from dispositions                                  160                 549
Capital expenditures                                           (196)               (142)
Other investing activities - net                                  11                  20
    Net cash provided (used) by investing activities           (582)                 222
Cash flows from financing activities:                                      
Increase (decrease) in short-term debt                           561               (119)
Proceeds from issuance of long-term debt                         310                  55
Principal payments on long-term debt                           (361)                (75)
Proceeds from exercise of stock options                           39                  27
Purchases of Textron common stock                                  -               (112)
Dividends paid                                                  (93)                (83)
    Net cash provided (used) by financing activities             456               (307)
Net increase in cash                                              57                  89
Cash at beginning of period                                       43                  31
Cash at end of period                                    $       100         $       120
</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 and the restated  financial
          statements included on Form 8-K dated October  6,  1998
          for  the  year  ended January 3, 1998.   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  July  4,
          1998,  and  its consolidated results of operations  for
          each  of  the  respective three and six  month  periods
          ended  July  4, 1998 and June 28, 1997 and consolidated
          cash flows for each of the six month periods ended July
          4,  1998  and June 28, 1997.  The results of operations
          for   the  six  months  ended  July  4,  1998  are  not
          necessarily  indicative of results for the  full  year.
          Business segment data has been reclassified to  reflect
          the  transfer of Lycoming from the Aircraft segment  to
          the Industrial segment.

Note 2:   Subsequent Events
          
          On  August  11,  1998, Textron announced  that  it  had
          reached  an  agreement to sell Avco Financial  Services
          (AFS) to Associates First Capital Corporation for  $3.9
          billion  in  cash.   This  transaction  is  subject  to
          regulatory approvals and it is expected to close at the
          end  of  1998 or early 1999.  Textron has restated  its
          financial  statements as presented herein to treat  AFS
          as  a discontinued operation.  Also, on August 11, 1998
          Textron  announced  that  its Board  of  Directors  had
          authorized  a  new 25 million share repurchase  program
          that  supersedes  the  8 million shares  that  remained
          under its previous authorization.
          
          Summarized  operating results of  AFS  are  represented
          below:
          
<TABLE>
<CAPTION>
                                           Three months ended      Six months ended
                                            July 4,    June 28,   July 4,     June 28,
                                             1998       1997      1998        1997
                                                         (In millions)
          <S>                              <C>        <C>       <C>          <C>
          Revenues                         $ 466      $ 457     $ 930        $ 903
          Cost and expenses                  389        384       783          757
          Income before income taxes          77         73       147          146
          Income taxes                      (29)       (28)      (56)         (56)
          Net income                       $  48      $  45     $  91        $  90
</TABLE>
          Presented below is a summary of AFS' financial position
          at July 4, 1998 and January 3, 1998:
<TABLE>
<CAPTION>
                                                      July 4,     January 3,
                                                        1998         1998
                                                           (In millions)
          <S>                                         <C>          <C>
          Assets:
           Investments                                $    883     $     844
           Finance receivables - net                     7,277         7,234
           Other                                           641           654
           Total assets                               $  8,801     $   8,732
          Liabilities:                                           
           Accounts payable                           $    130     $     123
           Accrued liabilities, including income           427           485
          taxes
           Debt                                          7,066         6,910
           Total equity                                  1,178         1,214
           Total liabilities and equity               $  8,801     $   8,732
</TABLE>

Note 3:   Earnings per Share
          
          In  1997, Textron adopted FAS 128 "Earnings Per Share."
          FAS 128 requires companies to present basic and diluted
          earnings  per  share amounts.  The dilutive  effect  of
          convertible  preferred  stock  and  stock  options  was
          4,352,000  and  4,551,000  shares  for  the  six  month
          periods  ending  July  4,  1998  and  June  28,   1997,
          respectively.  Income available to common  shareholders
          used  to calculate both basic and diluted earnings  per
          share approximated net income for both periods.

Note 4:   Inventories
<TABLE>
<CAPTION>
                                                  July 4,      January 3,
                                                   1998           1998
                                                      (In millions)
          <S>                                    <C>             <C>
          Finished goods                         $    475        $   454
          Work in process                             855            675
          Raw materials                               425            366
                                                    1,755          1,495
          Less progress payments and customer         153            146
           deposits
                                                 $  1,602        $ 1,349
</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
          
          Textron   is   subject   to  a  number   of   lawsuits,
          investigations and claims arising out of the conduct of
          its  business,  including those relating to  commercial
          transactions, government contracts, product  liability,
          and environmental, safety and health matters. Some seek
          compensatory, treble or punitive damages in substantial
          amounts;   fines,   penalties   or   restitution;    or
          remediation of contamination. Some are or purport to be
          class  actions.  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  any  liability  for  these  suits   and
          proceedings  would  not  have  a  material  effect   on
          Textron's net income or financial condition.

Note 7:   Comprehensive Income
          
          In   1998,   Textron   adopted  FAS   130,   "Reporting
          Comprehensive Income."   FAS 130 establishes new  rules
          for  the reporting and display of comprehensive  income
          and  its  components;  however, the  adoption  of  this
          Statement  had  no impact on Textron's  net  income  or
          shareholders'  equity.   FAS  130  requires  unrealized
          gains  or  losses  on  the Company's available-for-sale
          securities    and    foreign    currency    translation
          adjustments,  which  prior to  adoption  were  reported
          separately  in shareholders' equity, to be included  in
          other   comprehensive  income.   Prior  year  financial
          statements  have been reclassified to  conform  to  the
          requirements of FAS 130.
          
          During  the  first six months of 1998 and  1997,  total
          comprehensive income amounted to $276 million and  $228
          million,  respectively.   For the  three  month  period
          ending   July   4,  1998  and  June  28,   1997   total
          comprehensive income amounted to $130 million and  $138
          million, respectively.

Note 8:   New Accounting Pronouncements
          
          In  June 1997, the Financial Accounting Standards Board
          issued  FAS  131  "Disclosures  about  Segments  of  an
          Enterprise and Related Information."  FAS 131  requires
          public  companies to report financial  and  descriptive
          information  about  its reportable operating  segments.
          Operating  segments  are components  of  an  enterprise
          about which separate financial information is available
          that  is  evaluated  regularly by the  chief  operating
          decision-maker  in  deciding how to allocate  resources
          and  in  assessing  performance.   This  statement   is
          effective  for  financial statements  of  fiscal  years
          beginning   after  December  15,  1997.    Textron   is
          evaluating  the  impact  of this  statement  on  future
          reporting.
          
          In  March  1998,  the  Accounting  Standards  Executive
          Committee   issued   Statement   of   Position    98-1,
          "Accounting   for   the  Costs  of  Computer   Software
          Developed  or  Obtained for Internal  Use."   SOP  98-1
          requires that companies capitalize certain internal-use
          software once certain criteria are met.  This statement
          is  effective for financial statements of fiscal  years
          beginning   after  December  15,  1998.    Textron   is
          evaluating  the  impact  of this  statement  on  future
          reporting.
          
          In  April  1998,  the  Accounting  Standards  Executive
          Committee issued Statement of Position 98-5, "Reporting
          on  the  Costs of Start-Up Activities."  SOP 98-5  will
          require  all  costs  of start-up activities,  including
          organization  costs, to be expensed as incurred.   This
          statement  is  effective  for financial  statements  of
          fiscal   years  beginning  after  December  15,   1998.
          SOP  98-5  will not have a material effect on Textron's
          net income and financial condition.
          
          In  June 1998, the Financial Accounting Standards Board
          issued  FAS  133 "Accounting for Derivative Instruments
          and Hedging Activities."  FAS 133 requires an entity to
          recognize   all   derivatives  as  either   assets   or
          liabilities  and  measure  those  instruments  at  fair
          value.   This  statement is effective for fiscal  years
          beginning  after June 15, 1999.  Textron is  evaluating
          the impact of this Statement on future reporting.

Note 9:   Financial information by borrowing group
          
          Textron  consists of two borrowing groups - the Textron
          Parent  Company  Borrowing  Group  (Parent  Group)  and
          Textron's   commercial  finance   subsidiary   (Finance
          Group).   The Parent Group consists of all entities  of
          Textron (primarily manufacturing) other than its wholly-
          owned  commercial finance subsidiary. The Finance Group
          consists   of  Textron  Financial  Corporation   (TFC).
          Summarized financial information (Statement  of  Income
          and  Statement  of  Cash Flows) for  the  Parent  Group
          reflects  the Finance Group on a one-line  basis  under
          the equity method of accounting.

Item 1.   FINANCIAL STATEMENTS (Continued)
Note 9:   Financial information by borrowing group (continued)
<TABLE>
PARENT GROUP
(unaudited) (In millions)
<CAPTION>
                                                            Three Months Ended                 Six Months Ended
                                                          July 4,         June 28,         July 4,         June 28,
Condensed Statement of Income                               1998            1997             1998            1997
<S>                                                     <C>             <C>              <C>             <C>
Sales                                                   $    2,393      $    2,117       $    4,560      $    4,138
Costs and expenses                                                                                      
Cost of sales                                                1,947           1,730            3,712           3,386
Selling and administrative                                     234             211              455             417
Gain on sale of division                                      (97)               -             (97)               -
Special charges                                                 87               -               87               -
Interest                                                        40              30               76              69
  Total costs and expenses                                   2,211           1,971            4,233           3,872
                                                               182             146              327             266
Pretax income on Finance Group                                  27              27               52              51
Income from continuing operations                                                                       
  before income taxes and                                                                               
  distributions on preferred                                                                            
  securities of subsidiary trust                               209             173              379             317
Income taxes                                                  (86)            (66)            (151)           (124)
Distributions on preferred securities                                                                   
  of subsidiary trust, net of income                                                                    
  taxes                                                        (7)             (7)             (13)            (13)
Income from continuing operations                              116             100              215             180
Income from discontinued operation,                                                                     
  net of income taxes                                           48              45               91              90
Net income                                              $      164      $      145       $      306      $      270
</TABLE>


Item 1.  FINANCIAL STATEMENTS (Continued)
Note 9:  Financial information by borrowing group (continued)
<TABLE>
PARENT GROUP
(unaudited) (In millions)
<CAPTION>
                                                                 Six Months Ended
                                                           July 4,            June 28,
Condensed Statement of Cash Flows                            1998               1997
<S>                                                      <C>                <C>
Cash flows from operating activities:
Income from continuing operations                        $       215        $       180
Adjustments to reconcile income from continuing                           
  operations to net cash provided by operating
    activities:
     Earnings of Finance Group less than                                  
      distributions to Parent Group                             (11)                  -
     Depreciation                                                132                116
     Amortization                                                 30                 28
     Gain on sale of division                                   (97)                  -
     Special charges                                              87                  -
     Dividends received from discontinued operation              115                 50
     Changes in assets and liabilities excluding                          
      those related to acquisitions and divestitures:
        Increase in receivables                                (113)               (61)
        Increase in inventories                                (198)              (171)
        Increase in other assets                               (188)               (52)
        Increase in accounts payable and accrued                          
          liabilities                                            109                 44
     Other - net                                                   1                 12
        Net cash provided by operating activities                 82                146
Cash flows from investing activities:                                     
Capital expenditures                                           (191)              (140)
Cash used in acquisitions                                      (424)              (324)
Cash received from disposition of businesses                     160                549
Proceeds from disposition of investments                           -                245
Other investing activities - net                                  22                 16
        Net cash provided (used) by investing
         activities                                            (433)                346
Cash flows from financing activities:                                     
Increase (decrease) in short-term debt                           524              (242)
Proceeds from issuance of long-term debt                           9                  5
Principal payments on long-term debt                            (58)                (5)
Proceeds from exercise of stock options                           39                 27
Purchases of Textron common stock                                  -              (112)
Dividends paid                                                  (93)               (83)
Contributions paid to Finance Group                             (23)                  -
        Net cash provided (used) by financing
          activities                                             398              (410)
Net increase in cash                                              47                 82
Cash at beginning of period                                       30                 24
Cash at end of period                                    $        77        $       106
</TABLE>
Item 1.   FINANCIAL STATEMENTS (Continued)
Note 9:   Financial information by borrowing group (continued)
<TABLE>
FINANCE GROUP
(unaudited) (In millions)

<CAPTION>
                                                            Three Months Ended                 Six Months Ended
                                                          June 30,        June 30,         June 30,        June 30,
Condensed Statement of Income                               1998            1997             1998            1997
<S>                                                     <C>             <C>              <C>             <C>
Revenues                                                $       91      $       90       $      176      $      172
Costs and expenses                                                                                      
Selling and administrative                                      20              17               38              32
Interest                                                        39              40               76              77
Provision for losses on collection of                                                                   
  finance receivables                                            5               6               10              12
    Total costs and expenses                                    64              63              124             121
Income before income taxes                                      27              27               52              51
Income taxes                                                  (10)            (10)             (20)            (20)
Net income                                              $       17      $       17       $       32      $       31
</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               Six Months Ended
                                                          July 4,         June 28,         July 4,         June 28,
                                                            1998            1997             1998            1997
<S>                                                         <C>             <C>              <C>         <C>
REVENUES
  Aircraft                                               $     858       $    755        $   1,514        $  1,434
  Automotive                                                   583            523            1,201           1,080
  Industrial                                                   952            839            1,845           1,624
  Finance                                                       91             90              176             172
Total revenues                                           $   2,484       $  2,207        $   4,736        $  4,310
INCOME                                                                                                  
  Aircraft                                               $      91       $     79        $     152        $    139
  Automotive                                                    43             33               99              83
  Industrial                                                   108             94              203             176
  Finance                                                       27             27               52              51
                                                               269            233              506             449
Gain on sale of division*                                       97              -               97               -
Special charges*                                              (87)              -             (87)               -
Segment income                                                 279            233              516             449
Corporate expenses and other - net                            (30)           (30)             (61)            (63)
Interest expense - net                                        (40)           (30)             (76)            (69)
Income from continuing                                                                                  
  operations before income taxes                                                                        
  and distributions on                                                                                  
  preferred securities of                                                                               
  subsidiary trust                                       $     209       $    173        $     379        $    317

*Special  charges include restructuring charges  of  $10  million
 for  the  Aircraft  segment,  $25  million  for  the  Automotive
 segment  and $52 million for the Industrial segment.   The  gain
 on sale of division relates to the Industrial segment.


</TABLE>


Liquidity and Capital Resources

The  Statements  of Cash Flows for Textron Inc.  and  the  Parent
Group  detailing the changes in cash balances are on pages 4  and
10,   respectively.   The  Parent  Group's  operating  cash  flow
includes dividends received from the Finance Group of $21 million
and  $31  million during the first six months of 1998  and  1997,
respectively.

The Parent Group's debt to total capital ratio was 32% at July 4,
1998,  up  from  25% at year end.  The Parent  Group  has  credit
facilities outstanding at July 4, 1998 aggregating $2.0  billion,
$895  million  of which was not used or reserved as  support  for
outstanding  commercial paper or bank borrowings.   At  June  30,
1998,  the  Finance  Group had credit facilities  outstanding  of
approximately $1.1 billion, $62 million of which was available at
quarter  end.   The  Parent Group had $311 million  available  at
quarter  end  under  its shelf registration  statement  with  the
Securities and Exchange Commission.  In the first six  months  of
1998,  the Finance Group increased its medium-term note  facility
by  $750 million and issued $300 million medium-term notes  under
this  facility.   The  Finance Group had $542  million  available
under the facility at June 30, 1998.

In  the  first  quarter, Textron acquired the  capital  stock  of
Ransomes  PLC,  a  UK-based manufacturer of commercial  turf-care
machinery, and Sukosim, a German fastener manufacturer.  The cost
of  these  acquisitions  was  approximately  $290  million  which
includes  notes  issued for approximately $80 million,  plus  the
assumption  of  debt.   In the second quarter,  Textron  acquired
Peiner, a German-based fastener company, and Ring Screw Works,  a
Michigan-based  supplier of specialty threaded fasteners  to  the
automotive   industry.   The  cost  of  these  acquisitions   was
approximately $200 million, plus the assumption of debt.

In  the  first  six  months of 1998, the Finance  Group  had  $50
million  of  interest  rate  exchange agreements  expire.   Also,
during  the  first six months, the Parent Group  terminated  $275
million of fixed-pay interest rate exchange agreements.

On August 11, 1998, Textron announced that its Board of Directors
had  authorized  a new 25 million share repurchase  program  that
supersedes the 8 million shares that remained under its  previous
authorization.

Management believes that the Parent Group will continue  to  have
adequate access to credit markets and that its credit facilities,
cash  flows from operations -- including dividends received  from
Textron's Finance Group -- and expected proceeds from the sale of
AFS,  will  continue  to  be more than  sufficient  to  meet  its
operating needs and to finance growth.
Results of Operations - Three months ended July 4, 1998 vs  Three
months ended
June 28, 1997

Diluted  earnings  per share from continuing  operations  in  the
second  quarter 1998 were $0.70 per share, up 19% from  the  1997
amount  of $0.59.  Income from continuing operations in  1998  of
$116  million  was  up 16% from $100 million for  1997.   Diluted
earnings per share - net income was $0.98 per share in the second
quarter of 1998 as compared to 1997 amount of $0.86.  Net  income
in  1998  of  $164 million was up 13% from $145 million in  1997.
Revenues increased 13% to $2.5 billion in 1998 from $2.2  billion
in  1997. During the second quarter, Textron recorded a  gain  on
sale  of  a division and special charges. On an after-tax  basis,
the  net of these two transactions had no impact on earnings  per
share from continuing operations.

On  August  11,  1998, Textron announced that it had  reached  an
agreement  to  sell Avco Financial Services (AFS)  to  Associates
First  Capital  Corporation  for  $3.9  billion  in  cash.   This
transaction is subject to regulatory approvals and it is expected
to  close at the end of 1998 or early 1999.  Textron has restated
its  financial statements as presented herein to treat AFS  as  a
discontinued operation.  See Note 2 to the condensed consolidated
financial statements for additional information.

Gain  On  Sale  of  Division -Fuel Systems Textron  was  sold  to
Woodward  Governor Company for $160 million in cash on  June  15,
1998, at a pretax gain of $97 million ($54 million after-tax,  or
$0.32 per diluted share).

Special   Charges   -   To   enhance  the   competitiveness   and
profitability of its core businesses, Textron recorded  a  pretax
charge  of  $87 million in the second quarter ($54 million  after
tax  or  $0.32 per diluted share).  This charge was  recorded  to
cover  asset  impairments  ($28 million),  severance  costs  ($40
million),  and  other exit-related costs ($9 million)  associated
with  its  decision to exit several small, non-strategic  product
lines  in  Automotive  and  the  former  Systems  and  Components
divisions  which did not meet Textron's return criteria,  and  to
realign certain operations in the Industrial segment.  The pretax
charges  recorded in the Automotive and Industrial segments  were
$25  million and $52 million, respectively, and also included the
cost  of  a litigation settlement of $10 million in the  Aircraft
segment.

The  Aircraft segment's revenues increased $103 million (14%) and
income  before  special  charges  increased  $12  million  (15%).
Cessna's  revenues  and income increased as a  result  of  higher
sales  of  business  jets, single engine aircraft  and  Caravans.
Bell's revenues increased due to higher commercial helicopter and
spares sales ($62 million) as well as increased revenues on the V-
22 program and other U.S. Government programs, primarily the Huey
and  Cobra upgrade contract ($44 million).  These higher revenues
were partially offset by the completion in 1997 of the three-year
contract for model 412 helicopters with the Canadian Forces  ($44
million) and lower foreign military sales ($31 million).   Bell's
income,  however,  decreased due to  a  change  in  product  mix,
primarily   resulting  from  lower  margins  on  U.S.  Government
contracts.

The  Automotive  segment's revenues increased $60 million  (11%),
while  income before special charges increased $10 million (30%).
The   revenue  increase  was  due  to  higher  volume  at  Kautex
associated  with capacity expansion in North America  and  higher
sales in the Trim operations, due primarily to increased Chrysler
production, which was depressed in 1997 by a strike at  Chrysler.
Income increased due to the higher sales and improved performance
at Trim.

The  Industrial segment's revenues increased $113  million  (14%)
and  income  before special charges increased $14 million  (15%).
These  increases  reflected the contribution  from  acquisitions,
principally Ransomes PLC., Sukosim Verbindungselemente Group, and
Ring  Screw  Works,  and  internal growth combined  with  ongoing
margin  improvement.  Internal growth  was  driven  by  continued
strength  in the fluid & power systems and industrial  components
businesses.  These benefits were partially offset by  the  fourth
quarter  1997 divestiture of Speidel, the impact of  a  one-month
strike at Textron's Jacobsen plant and a strike at General Motors
in 1998.

The Finance Segment's (TFC) revenues increased $1 million, due to
higher  yields  on receivables and an increase in  other  income,
partially  offset  by a lower level of average  receivables,  due
primarily  to  the  securitization of $401  million  of  Textron-
related  receivables in the third quarter of 1997.  The  increase
in  other income was due primarily to portfolio servicing income.
Its  income  equaled  last year's level, as the  benefit  of  the
higher  revenues and a lower provision for losses was  offset  by
growth in businesses with higher operating expense ratios.

Discontinued  operation -- AFS' revenues and income increased  $9
million and $4 million, respectively. Revenues in its finance and
related insurance business increased $9 million, due to a gain of
$10 million on the sale of its centralized real estate receivable
portfolio, an increase in average finance receivables,  primarily
in  its  commercial  finance operations.  The  benefit  of  these
revenue increases was partially offset by a decrease in yields on
finance  receivables,  reflecting decreases  in  yields  on  both
consumer and commercial finance receivables and the impact of  an
increase   in  lower-yielding  commercial  receivables.    Income
increased $6 million, due primarily to the benefit of the  higher
revenues,  a decrease in the ratio of insurance losses to  earned
premiums,  and an  improvement in the ratio of net credit  losses
to   average  finance  receivables  for  both  the  consumer  and
commercial  finance  portfolios.  In  AFS'  nonrelated  insurance
business,  revenues approximated last years' level  while  income
decreased   $3  million,  due  to  an  increase  in  underwriting
expenses, primarily insurance losses.

Interest  expense-net for the Parent Group increased $10 million,
due  to higher average debt, resulting from the incremental  debt
associated  with  acquisitions.   Income  taxes  -  the   current
quarter's effective income tax rate of 41.1% was higher than  the
corresponding  prior  year rate of 38.2%, due  primarily  to  the
nontax  deductibility of goodwill related to the  divestiture  of
Fuel Systems Textron.

Results  of  Operations - Six months ended July 4,  1998  vs  Six
months ended June 28, 1997

Diluted  earnings  per share from continuing  operations  in  the
first  half  of 1998 were $1.29 per share, up 22% from  the  1997
amount  of $1.06.  Income from continuing operations in  1998  of
$215  million  was up 19% from $180 million for 1997.   Textron's
1998  diluted earnings per share - net income was $1.83 per share
as compared to 1997 of $1.59.  Net income was $306 million versus
$270 million in 1997.  Revenues increased 10% to $4.7 billion  in
1998 from $4.3 billion in 1997.

The  Aircraft segment's revenues increased $80 million  (6%)  and
income  before  special  charges  increased  $13  million   (9%).
Cessna's  revenues  and income increased as a  result  of  higher
sales  of  business  jets  and single  engine  aircraft.   Bell's
revenues and income decreased, due primarily to the completion in
1997  of  the Canadian Forces contract ($99 million). The benefit
of  higher  commercial helicopter and spares sales ($33  million)
and  increased  revenues on the V-22 program and Huey  and  Cobra
upgrade contracts ($54 million) was offset by lower revenues ($26
million) and margins on other U.S. government contracts and lower
foreign military sales ($35 million). In addition, the impact  of
a  favorable profit adjustment on the V-22 EMD contract  in  1997
was  offset  by a lower level of product development  expense  in
1998.

The  Automotive segment's revenues increased $121 million  (11%),
while  income before special charges increased $16 million (19%).
The   revenue  increase  was  due  to  higher  volume  at  Kautex
associated  with capacity expansion in North America  and  higher
sales in the Trim operations, due primarily to increased Chrysler
production, which was depressed in 1997 by a strike at  Chrysler.
Income increased due to the higher sales and improved performance
at Trim.

The  Industrial segment's revenues increased $221  million  (14%)
and  income  before special charges increased $27 million  (15%).
These  increases  reflected the contribution  from  acquisitions,
principally  Ransomes PLC,  Sukosim, and Ring  Screw  Works,  and
internal   growth  combined  with  ongoing  margin   improvement.
Internal growth was driven by continued strength in the fastening
systems,   fluid  &  power  systems  and  industrial   components
businesses.  These benefits were partially offset by  the  fourth
quarter  1997 divestiture of Speidel, the impact of  a  one-month
strike at Textron's Jacobsen plant and a strike at General Motors
in 1998.

The  Finance segment's revenues increased $4 million, due  to  an
increase  in  other  income,  and higher  yields  on  receivables
(10.13%  in the first half of 1998 vs 9.94% in the first half  of
1997),  partially offset by a lower level of average  receivables
($3.129 billion in the first half 1998 vs $3.173 billion  in  the
first half of 1997), due primarily to the securitization of  $401
million  of  Textron-related receivables in the third quarter  of
1997.   The  increase in other income is due primarily to  higher
prepayment  income,  portfolio  servicing  income,  and  residual
income.   Its income increased $1 million as the benefit  of  the
higher  revenues and a lower provision for losses was  offset  by
growth in businesses with higher operating expense ratios.

Discontinued  operations -- AFS' revenues increased $27  million,
while  income  approximated last year's level.  Revenues  in  its
finance and related insurance business increased $19 million, due
to  an increase in average finance receivables ($7.646 billion in
the  first  half 1998 vs $7.322 billion in the first half  1997),
primarily  in its commercial finance operations, a  gain  of  $10
million  on  the  sale of its centralized real estate  receivable
portfolio,   and   higher  gains  from  the   sale   of   certain
underperforming branches ($8 million in the first half 1998 vs $3
million  in  the first half 1997).  The benefit of these  revenue
increases was partially offset by a decrease in yields on finance
receivables  ($17.33% in the first half 1998  vs  17.99%  in  the
first half 1997), reflecting decreases in yields on both consumer
and  commercial finance receivables and the impact of an increase
in  lower-yielding  commercial receivables. Income  equaled  last
year's  level,  as  the  benefit of the higher  revenues  and  an
improvement in the ratio of net credit losses to average  finance
receivables (2.78% in the first half 1998 vs 2.98% in  the  first
half 1997) was offset by the lower yields on finance receivables.
The  decrease  in  the  net  credit  losses  to  average  finance
receivables  was  primarily  attributable  to  the  increase   in
commercial receivables, which have a lower loss ratio.   In  AFS'
nonrelated insurance business, revenues increased $8 million  due
primarily to higher premiums earned and an increase in investment
income.  Income equaled last year's level, as the benefit of  the
higher  revenues  was  offset  by  an  increase  in  underwriting
expenses, primarily insurance losses.

Corporate  expenses  and  other -net  decreased  $2  million  due
primarily  to  1997  litigation  costs  related  to  a   divested
operation.   Interest expense-net for the Parent Group  increased
$7  million,  due  to  higher average debt,  resulting  from  the
incremental  debt associated with acquisitions, partially  offset
by the payment of debt with proceeds in 1997 from the divestiture
of  Paul Revere.  Income taxes - the effective income tax rate of
39.8%   for  the  first  half  of  1998  was  higher   than   the
corresponding  prior  year rate of 39.1%, due  primarily  to  the
nontax  deductibility of goodwill related to the  divestiture  of
Fuel Systems Textron.
                                
                      *   *   *   *   *   *

Forward-looking Information: Certain statements in  this  Report,
and  other oral and written statements made by Textron from  time
to  time,  are forward-looking statements, including  those  that
discuss   strategies,  goals,  outlook  or  other  non-historical
matters;  or project revenues, income, returns or other financial
measures.  These forward-looking statements are subject to  risks
and  uncertainties  that  may  cause  actual  results  to  differ
materially from those contained in the statements, including  the
following: (i) continued market demand for the types of  products
and  services  produced  and sold by  Textron,  (ii)  changes  in
worldwide economic and political conditions and associated impact
on  interest and foreign exchange rates, (iii) the level of sales
by original equipment manufacturers of vehicles for which Textron
supplies  parts, and (iv) the successful integration of companies
acquired by Textron.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
        RISK

See  the Company's most recent Restated Financial Statements  and
Related  Financial  Information filed on Form  8-K  Exhibit  99.1
(Management's  Discussion and Analysis on  pages  3  through  9).
There has been no material change in this information.
                                                              19.

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

                                                          Six Months
                                                             Ended
                                                         July 4, 1998
<S>                                                       <C>
Fixed charges:
  Interest expense                                          $       76
  Distributions on preferred securities of subsidiary               13
     trust, net of income taxes
  Estimated interest portion of rents                               11
                                                      
    Total fixed charges                                     $      100
                                                      
                                                      

Income:                                               
  Income from continuing operations before income     
    taxes and distributions on preferred securities of      $      379
    subsidiary trust
  Eliminate equity in undistributed pretax income     
    of Finance Group                                              (31)
  Fixed charges (1)                                                 87
    Adjusted income                                         $      435
                                                      
                                                      

Ratio of income to fixed charges                                   4.35
                                                      


(1)  Adjusted to exclude distributions on preferred securities of
     subsidiary trust, net of income taxes


</TABLE>
                                                              20.

<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)
                                


                                                           Six Months
                                                             Ended
                                                          July 4,1998
<S>                                                        <C>
Fixed charges:
  Interest expense                                          $       152
  Distributions on preferred securities of subsidiary  
     trust, net of income taxes                                      13
  Estimated interest portion of rents                                11
                                                       
    Total fixed charges                                     $       176
                                                       
                                                       

Income:                                                
  Income from continuing operations before income      
    taxes and distributions on preferred securities         $       379
    of subsidiary trust
  Fixed charges (1)                                                 163
                                                       
    Adjusted income                                          $       542
                                                       
                                                       

Ratio of income to fixed charges                                  3.08
                                                       


(1)  Adjusted to exclude distributions on preferred securities of
     subsidiary trust, net of income taxes


</TABLE>





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