Textron Financial 424B2 Prospectus for primary offering

Pricing Supplement dated April 23, 2008
(To Prospectus dated November 16, 2006 and
Prospectus Supplement dated November 16, 2006) Rule 424(b)(2)
File No. 333-138755
Cusip No. 88319QM59

Textron Financial Corporation

Medium-Term Notes, Series F
Due Nine Months or More from Date of Issue

Textron Financial Canada Funding Corp.

Medium-Term Notes, Series F-CAD
Due Nine Months or More from Date of Issue

Fully and Unconditionally Guaranteed
by

Textron Financial Corporation

Fixed Rate

Issuer: Textron Financial Corporation

Principal Amount: $300,000,000	Interest Rate: 5.40% per annum
Issue Price: 99.952%	Original Issue Date : April 28, 2008
Agent’s Discount or Commission: $1,200,000	Stated Maturity Date: April 28, 2013
Net Proceeds to Issuer : $298,656,000

CALCULATION OF REGISTRATION FEE

Title of each class	Maximum Aggregate	Amount of
of securities offered:	Offering Price (1):	Registration Fee
Medium-Term Notes, Series F due April 28, 2013	$300,000,000	$11,790.00
TOTAL		$11,790.00

(1) Excludes accrued interest, if any.

Interest Payment Dates:
	o	March 15th and September 15th
	ý	Other: April 28th and October 28th
Regular Record Dates
(if other than the last day of February and August): April 13th and October 13th
Redemption:
	ý	The Notes cannot be redeemed prior to the Stated Maturity Date.
	o	The Notes can be redeemed prior to the Stated Maturity Date. See Other Provisions
		Initial Redemption Date:
		Initial Redemption Percentage:
		Annual Redemption Percentage Reduction:                    % until Redemption Percentage is 100% of the Principal Amount.

Optional Repayment:
	ý	The Notes cannot be repaid prior to the Stated Maturity Date at the option of the holder of the Notes.
	o	The Notes can be repaid prior to the Stated Maturity Date at the option of the holder of the Notes.
		Optional Repayment Date(s):

Optional Repayment Price(s):

Specified Currency (if other than U.S. dollars):

Authorized Denomination (if other than $1,000 and integral multiples thereof):

Exchange Rate Agent:

Original Issue Discount:o Yesý No

Issue Price:      %
	Total Amount of OID:
	Yield to Maturity:
	Initial Accrual Period OID:

Agent:

ý	Merrill Lynch, Pierce, Fenner & Smith	ý	HSBC Securities (USA) Inc.
	Incorporated	o	J.P. Morgan Securities Inc.
o	Banc of America Securities LLC	o	Tokyo-Mitsubishi International plc
ý	Barclays Capital Inc.	o	UBS Securities LLC
o	Citigroup Global Markets Inc.	o	Wachovia Capital Markets, LLC
o	Credit Suisse First Boston LLC	o	Other:
ý	Deutsche Bank Securities Inc.

Agent acting in the capacity as indicated below:
ý	Agent	o	Principal

If as Principal:
	o	The Notes are being offered at varying prices related to prevailing market prices at the time of resale.
	o	The Notes are being offered at a fixed initial public offering price of                    % of the Principal Amount.
If as Agent:
	The Notes are being offered at a Variable Price.
Other Provisions:

Terms are not completed for certain items above because such items are not applicable.