TEXTRON INC
10-Q, 1998-08-10
AIRCRAFT & PARTS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC   20549
                                        
                                 _______________
                                        
                                    FORM 10-Q
                                        
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
    SECURITIES  EXCHANGE ACT OF 1934
    For the fiscal quarter ended July 4, 1998
    OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
    SECURITIES AND  EXCHANGE ACT OF 1934
                                        
                          Commission file number 1-5480
                                        
                                 _______________
                                        
                                  TEXTRON INC.
                                        
             (Exact name of registrant as specified in its charter)
                                        
                                 _______________
                                        
            Delaware                  05-0315468
(State or other jurisdiction of       (I.R.S. Employer Identification
 incorporation or organization)       No.)
                                        
                  40 Westminster Street, Providence, RI   02903
                                  401-421-2800
          (Address and telephone number of principal executive offices)
                                        
                                 _______________
                                        
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding  12  months (or for such shorter period that the  registrant  was
required  to  file  such  reports)  and (2) has  been  subject  to  such  filing
requirements for the past 90 days.


                                                  Yes  X   No
                                                            
                                                            
                                                            
         Common stock outstanding at August 1, 1998 - 163,880,000 shares

                                        
                         PART I.  FINANCIAL INFORMATION

Item 1.   FINANCIAL STATEMENTS
<TABLE>

                                  TEXTRON INC.
             Condensed Consolidated Statement of Income (unaudited)
                 (Dollars in millions except per share amounts)
                                        
<CAPTION>                                                            Three Months Ended                 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                                            560            550          1,111             1,080
                                                
    Total revenues                                        2,953          2,667          5,671             5,218
       
Costs and expenses                                                                                      
Cost of sales                                             1,947          1,730          3,712             3,386
Selling and administrative                                  409            380             798              742
Gain on sale of division                                   (97)              -             (97)               -
Special charges                                              87              -             87                 -
Interest                                                    191            180             380              363
Provision for losses on collection of                                                                   
  finance receivables                                        64             63             127              127
Other                                                        66             67             139              137
    Total costs and expenses                              2,667          2,420           5,146            4,755
Income before income taxes and                                                                          
  distributions on preferred securities                                                                 
  of subsidiary trust                                       286            247             525              463
Income taxes                                              (115)           (95)            (206)            (180)
Distributions on preferred securities of                                                                
  subsidiary trust, net of income taxes                     (7)            (7)             (13)            (13)
Net income                                              $   164         $  145           $  306          $  270
Earnings per common share:                                                                              
  Basic                                                  $  1.00         $  .88          $  1.87          $ 1.63
  Diluted                                                $   .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
Cash                                                    $    132                $    87
Investments                                                  883                     844
Receivables - net:                                                         
  Finance                                                 10,456                  10,226
  Commercial and U.S. government                           1,077                     920
                                                          11,533                  11,146
Inventories                                                1,602                   1,349
Property, plant, and equipment, less accumulated                           
  depreciation of $1,917 and $1,827                        2,016                   1,860
Goodwill, less accumulated amortization of $495 and                        
  $465                                                     1,986                   1,753
Other (including net prepaid income taxes)                 1,827                   1,571
Total assets                                            $ 19,979                $ 18,610
Liabilities and shareholders' equity                                       
Liabilities                                                                
Accounts payable                                        $    985                $    963
Accrued postretirement benefits other than pensions          804                     799
Other accrued liabilities (including income taxes)         2,840                   2,641
Debt:                                                                      
  Parent Group                                             1,873                   1,221
  Finance Group                                            9,532                   9,275
                                                          11,405                  10,496
  Total liabilities                                       16,034                  14,899
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            $ 19,979                $ 18,610
                                                                           
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:
Net income                                               $  306              $  270
Adjustments to reconcile net income to net cash                            
provided by
  operating activities:
    Depreciation                                            145                 127
    Amortization                                             88                  83
    Gain on sale of division                               (97)                   -
    Special charges                                          87                   -
    Provision for losses on receivables                     129                 129
    Changes in assets and liabilities excluding those                      
      related to acquisitions and divestitures:
       Increase in commercial and U.S. government         (113)                (61)
         receivables
       Increase in inventories                            (198)               (171)
       Increase in other assets                           (127)                (66)
       Increase (decrease) in accounts payable             (40)                   1
       Increase in accrued liabilities                      184                  27
  Other - net                                              (69)                (29)
  Net cash provided by operating activities                 295                 310
Cash flows from investing activities:                                      
Purchases of investments                                  (264)               (126)
Proceeds from disposition of investments                    157                 311
Maturities and calls of investments                          67                  34
Finance receivables:                                                       
  Originated or purchased                                (5,302)             (3,777)
  Repaid or sold                                          4,886               3,349
Cash used in acquisitions                                 (441)               (367)
Cash received from dispositions                             160                 571
Capital expenditures                                      (207)               (156)
Other investing activities - net                              9                  21
    Net cash used by investing activities                 (935)               (140)
Cash flows from financing activities:                                      
Increase (decrease) in short-term debt                      900               (246)
Proceeds from issuance of long-term debt                  1,126                 778
Principal payments on long-term debt                     (1,286)              (420)
Proceeds from exercise of stock options                      39                  27
Purchases of Textron common stock                             -               (112)
Dividends paid                                             (94)                (83)
    Net cash provided (used) by financing activities        685                (56)
Net increase in cash                                         45                 114
Cash at beginning of period                                  87                  47
Cash at end of period                                    $  132              $  161
</TABLE>
See notes to condensed consolidated financial statements.
                                  TEXTRON INC.
        Notes to Condensed Consolidated Financial Statements (unaudited)
                                        
Note 1:   Basis of presentation

          The  financial  statements  should be read  in  conjunction  with  the
          financial statements included in Textron's Annual Report on Form  10-K
          for  the year ended 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:   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 3:   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 4:   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

Note 4:   Textron-obligated  mandatorily  redeemable  preferred  securities   of
          subsidiary  trust  holding  solely Textron  junior  subordinated  debt
          securities (continued)
          
          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 5:   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 6:   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,  comprehensive income amounted to $276 million and $228 million,
          respectively.

Note 7:   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 8:   Financial information by borrowing group

          Textron  consists of two borrowing groups - the Textron Parent Company
          Borrowing  Group  (Parent  Group) and Textron's  finance  subsidiaries
          (Finance Group).  The Parent Group consists of all entities of Textron
          (primarily   manufacturing)  other  than  its   wholly-owned   finance
          subsidiaries.  The  Finance Group consists of Avco Financial  Services
          (AFS)  and  Textron Financial Corporation (TFC). Summarized  financial
          information for the Parent Group includes the Finance Group on a  one-
          line basis under the equity method of accounting.

Item 1.   FINANCIAL STATEMENTS (Continued)
Note 8:   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                             104             101              198             197
Income before income taxes and                                                                          
  distributions on preferred                                                                            
  securities of subsidiary trust                           286             247              525             463
Income taxes                                             (115)            (95)            (206)           (180)
Distributions on preferred securities                                                                   
  of subsidiary trust, net of income                                                                    
  taxes                                                    (7)             (7)             (13)            (13)
Net income                                              $  164          $  145           $  306          $  270
</TABLE>
<TABLE>
<CAPTION>

                                                           July 4,           January 3,
Condensed Balance Sheet                                      1998               1998
<S>                                                     <C>                <C>
Assets
Cash                                                    $   77             $   30
Receivables - net                                        1,077                920
Inventories                                              1,602              1,349
Investments in Finance Group                             1,617              1,620
Property, plant and equipment - net                      1,917              1,761
Goodwill                                                 1,807              1,567
Other assets (including net prepaid income taxes)        1,595              1,311
  Total assets                                          $9,692             $8,558
Liabilities and shareholders' equity                                      
Accounts payable and accrued liabilities (including                       
income                                                  $3,874             $3,626
  taxes)
Debt                                                     1,873              1,221
Textron - obligated mandatorily redeemable preferred                      
  securities of subsidiary trust holding solely                           
  Textron junior subordinated debt securities              483                483
Shareholders' equity                                     3,462              3,228
  Total liabilities and shareholders' equity            $9,692             $8,558
</TABLE>

Item 1.  FINANCIAL STATEMENTS (Continued)
Note 8:  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:
Net income                                               $ 306                 $    270
Adjustments to reconcile net income to cash provided                      
  by operating activities:
     Earnings of Finance Group (greater than) less                        
      than distributions to Parent Group                    13                      (40)
     Depreciation                                          132                      116
     Amortization                                           30                      28
     Gain on sale of division                             (97)                      -
     Special charges                                        87                      -
     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           109                      22
         liabilities
     Other - net                                             2                      12
        Net cash provided by operating activities           83                      124
Cash flows from investing activities:                                     
Capital expenditures                                     (191)                      (140)
Cash used in acquisitions                                (424)                      (324)
Cash received from disposition of businesses               160                      571
Proceeds from disposition of investments                     -                      245
Other investing activities - net                            22                      16
        Net cash provided (used) by investing
          activities                                     (433)                      368  
Cash flows from financing activities:                                     
Increase (decrease) in short-term debt                     548                      (461)
Proceeds from issuance of long-term debt                   107                      277
Principal payments on long-term debt                     (180)                      (58)
Proceeds from exercise of stock options                     39                      27
Purchases of Textron common stock                            -                      (112)
Dividends paid                                            (94)                      (83)
Contributions paid to Finance Group                       (23)                      -
        Net cash provided (used) by financing
          activities                                       397                      (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 8:   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                                                $  560          $  550          $1,111           $1,080
Costs and expenses                                                                                      
Selling and administrative                                 175             169             343              325
Interest                                                   151             150             304              294
Provision for losses on collection of                                                                   
  finance receivables                                       64              63             127              127
Other                                                       66              67             139              137
    Total costs and expenses                               456             449             913              883
Income before income taxes                                 104             101             198              197
Income taxes                                              (40)            (39)            (76)             (76)
Net income                                              $   64          $   62          $  122           $  121
</TABLE>

<TABLE>
<CAPTION>

                                                           June 30,         December 31,
Condensed Balance Sheet                                      1998               1997
<S>                                                     <C>                <C>
Assets
Cash                                                    $    55            $    57
Investments                                                 883                844
Finance receivables - net                                10,456             10,226
Other                                                       803                783
    Total assets                                        $12,197            $11,910
Liabilities and equity                                                    
Accounts payable and accrued liabilities (including                       
income (taxes)                                          $ 1,048            $ 1,015
Debt                                                      9,532              9,275
Equity                                                    1,617              1,620
    Total liabilities and equity                        $12,197            $11,910
</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                                                  560             550          1,111             1,080
Total revenues                                           $2,953          $2,667         $5,671           $5,218
INCOME                                                                                                  
  Aircraft                                               $  91           $  79          $ 152            $  139
  Automotive                                                43              33             99                83
  Industrial                                               108              94            203               176
  Finance                                                  104             101            198               197
                                                           346             307            652               595
Gain on sale of division*                                   97               -             97                 -
Special charges*                                          (87)               -           (87)                 -
Segment income                                             356             307            662               595
Corporate expenses and other - net                        (30)            (30)           (61)              (63)
Interest expense - net                                    (40)            (30)           (76)              (69)
Income before income taxes                                                                              
  and distributions on                                                                                  
  preferred securities of                                                                               
  subsidiary trust                                       $ 286           $ 247          $ 525            $  463

*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 9, respectively.  The Parent Group's
operating cash flow includes dividends received from the Finance Group  of  $135
million  and  $81  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  $5.4
billion,  $88  million of which was available at quarter end.  The Parent  Group
and the Finance Group had $311 million and $607 million, respectively, available
at  quarter end under their shelf registration statement with the Securities and
Exchange Commission and, for the Finance Group, the Canadian Provincial Security
Exchanges.  During the six months ended June 30, 1998, the Finance Group  issued
$719  million  of  unsecured debt securities, including $406 million  under  its
shelf  registration statements.  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  (including  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 $267 million of interest
rate  exchange  agreements  expire and $198 million of  interest  rate  exchange
agreements  go  into effect.  The new agreements, which have a weighted  average
original term of 2.9 years and expire through 2002, had the effect of fixing the
rate  of  interest  at  approximately 6.5% on  $198  million  of  variable  rate
borrowings  at  June  30, 1998.  Also, during the first six months,  the  Parent
Group terminated $275 million of fixed-pay interest rate exchange agreements.

In  the  second  quarter of 1998, Textron announced that  it  is  reviewing  its
strategic  alternatives  for  its consumer finance  subsidiary,  Avco  Financial
Services  (AFS).   This review will include evaluation of a sale,  spin-off,  or
other disposition of AFS, and is targeted for completion in the third quarter of
1998.

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

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

Diluted  earnings per share in the second quarter 1998 were $0.98 per share,  up
14%  from the 1997 amount of $0.86.  Net income in 1998 of $164 million  was  up
13%  from $145 million for 1997.  Revenues increased 11% to $3.0 billion in 1998
from $2.7 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.

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
in 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.  These
revenue  increases  were partially offset by the impact of a strike  at  General
Motors  in  1998.  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,  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  revenues  increased  $10  million  (2%),  while  income
increased $3 million (3%). AFS' revenues and income increased $9 million, and $3
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 year's  level
while  income decreased $3 million, due to an increase in underwriting expenses,
primarily insurance losses.

TFC's 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.

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  40.2%  was
higher  than  the corresponding prior year rate of 38.5%, 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 in the first half of 1998 were $1.83 per  share,  up
15%  from the 1997 amount of $1.59.  Net income in 1998 of $306 million  was  up
13%  from $270 million for 1997.  Revenues increased 9% to $5.7 billion in  1998
from $5.2 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.  These
revenue  increases  were partially offset by the impact of a strike  at  General
Motors  in  1998.   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  $31  million  (3%),  while  income
increased $1 million.  AFS' revenues increased $27 million, while income equaled
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.

TFC's  revenues  increased $4 million, due to an increase in other  income,  and
higher  yields  on receivables (10.13% in the first half 1998 vs  9.94%  in  the
first  half  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
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.

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 39.2% for the first half of 1998
was higher than the corresponding prior year rate of 38.9%, 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,  (IV)  THE SUCCESSFUL  INTEGRATION OF
COMPANIES ACQUIRED BY TEXTRON,  AND  (V)  CHANGES  IN CONSUMER DEBT LEVELS.





Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

See  the  Company's  most recent annual report filed on Form 10-K  (Management's
Discussion  and  Analysis on pages 25 through 32 of Textron's Annual  Report  to
shareholders, incorporated by reference to the Form 10-K).  There  has  been  no
material change in this information.
                                        
                          PART II.   OTHER INFORMATION


        
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
        
        At  Textron's  annual meeting of shareholders held on  April  22,
        1998,
        the following items were voted upon:
            
        1.  The  following persons were elected to serve as directors  in
            Class  II  for three year terms expiring in 2001 and received
            the votes listed.
                                                               
                     Name                 For              Withheld
                                                     
            Paul E. Gagne          135,497,850             1,979,923
            James F. Hardymon      135,506,165             1,971,608
            Dana G. Mead           135,539,871             1,937,902
            Thomas B. Wheeler      134,609,274             2,868,499
            
            The  following directors have terms of office which continued
            after  the meeting:  H. Jesse Arnelle, Teresa Beck, Lewis  B.
            Campbell, R. Stuart Dickson, John D. Macomber, Brian H. Rowe,
            Sam  F. Segnar, Jean Head Sisco, John W. Snow, and Martin  D.
            Walker.
            
        2.  The appointment of Ernst & Young LLP as Textron's independent
            auditors for 1998 was ratified by the following vote:
                                                              
                For        Against      Abstain       Broker Non-Votes
                                                              
            136,306,523    631,326      539,924              0
            
        3.  A shareholder proposal requesting that the Board of Directors
            provide  a  report  on Textron's foreign military  sales  was
            rejected by the following vote:
                                                              
                For        Against      Abstain       Broker Non-Votes
                                                              
             6,275,041   115,128,060   3,490,317         12,584,355
            
        4.  A  shareholder proposal regarding executive compensation  was
            rejected by the following vote:
                                                              
                For        Against      Abstain       Broker Non-Votes
                                                              
             12,263,414   110,271,249    2,343,275         12,599,835

        
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
             
        (a)  Exhibits
             
             12.1  Computation of ratio of income to combined fixed
                   charges  and  preferred securities dividends  of
                   the Parent Group.
             
             12.2  Computation of ratio of income to combined fixed
                   charges and preferred securities dividends of
                   Textron   Inc.   including  all  majority-owned
                   subsidiaries.
             
             27    Financial  Data  Schedule (filed  electronically
                   only)
             
        (b)  Reports on Form 8-K
             
             No  reports on Form 8-K were filed during the  second
             quarter 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 thereunto duly authorized.

                                  TEXTRON INC.
                                          
Date:  August 10, 1998              s/R. L. Yates
                                    R. L. Yates
                                    Vice President and
                                    Controller
                                    (principal accounting
                                    officer)

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



                           Name of Exhibit

12.1    Computation of ratio of income to combined fixed charges and preferred
        securities dividends of the Parent Group

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

27      Financial Data Schedule (filed electronically only)








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

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

Income:                                                                                
  Income before income taxes and distributions on preferred                            
    securities of subsidiary trust                                                           $525
  Eliminate equity in undistributed pretax income of Finance Group                             87
  Fixed charges *                                                                             (63)
                                                                                       
    Adjusted income                                                                          $549
                                                                                       
                                                                                       

Ratio of income to fixed charges                                                             5.49
                                                                                       


* Adjusted to exclude distributions on preferred securities of subsidiary trust,
  net of income taxes


</TABLE>






                                                                    EXHIBIT 12.2


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


                                                                                                Six Months
                                                                                                   Ended
                                                                                                July 4,1998
<S>                                                                                             <C>
Fixed charges:
  Interest expense                                                                              $ 380
  Distributions on preferred securities of subsidiary trust, net of income taxes                   13
  Estimated interest portion of rents                                                              20
                                                                                           
    Total fixed charges                                                                         $ 413
                                                                                           
                                                                                           

Income:                                                                                    
  Income before income taxes and distributions on preferred                                
    securities of subsidiary trust                                                              $ 525
  Fixed charges *                                                                                 400
                                                                                           
    Adjusted income                                                                             $ 925
                                                                                           
                                                                                           

Ratio of income to fixed charges                                                                 2.24
                                                                                           


* Adjusted to exclude distributions on preferred securities of subsidiary trust,
  net of income taxes


</TABLE>


<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          JAN-02-1999
<PERIOD-END>                               JUL-04-1998
<CASH>                                             132
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                      1,620
<CURRENT-ASSETS>                                     0
<PP&E>                                           3,933
<DEPRECIATION>                                   1,917
<TOTAL-ASSETS>                                  19,979
<CURRENT-LIABILITIES>                                0
<BONDS>                                         11,405
<COMMON>                                            24
                                0
                                         13
<OTHER-SE>                                       3,425
<TOTAL-LIABILITY-AND-EQUITY>                    19,979
<SALES>                                          4,560
<TOTAL-REVENUES>                                 5,671
<CGS>                                            3,712
<TOTAL-COSTS>                                    3,851
<OTHER-EXPENSES>                                    87
<LOSS-PROVISION>                                   127
<INTEREST-EXPENSE>                                 380
<INCOME-PRETAX>                                    525
<INCOME-TAX>                                       206
<INCOME-CONTINUING>                                306
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       306
<EPS-PRIMARY>                                     1.87
<EPS-DILUTED>                                     1.83
        

</TABLE>


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