Exhibit 5(a)









July 29, 1994


Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC  20549

Re:Registration Statement on Form S-8

Gentlemen:

I am Executive Vice President and General Counsel of Textron Inc., a Delaware 
corporation ("Textron").  As such I have acted as its counsel in connection
with the preparation and filing by Textron of a registration statement on
Form S-8 (the "Registration Statement") under the Securities Act of 1933 with 
respect to the proposed future issuance by Textron of up to 1,000,000 shares
of its Common Stock, par value $.125 per share (the "Securities"), pursuant 
to the Paul Revere Savings Plan.

I am familiar with Textron's Restated Certificate of Incorporation and 
By-laws, each as amended to date, and I have examined such corporate
proceedings of Textron and such matters of law as I have deemed necessary
to enable me to render this opinion.

Based upon the foregoing, it is my opinion that when the Securities have 
been sold as described in the Registration Statement, they will be legally
issued, fully paid and nonassessable.

I hereby consent to the filing of this opinion as an exhibit to the 
Registration Statement and to the reference to my name under the caption
"Legal Opinions" in the Prospectus contained in the Registration Statement.

Very truly yours,


/s/ Thomas D. Soutter