EXHIBIT 5

                                   December 21, 1994



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

Re:  Registration Statement on Form S-8

Dear Sir/Madam:

      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  5,000,000 shares of its Common Stock, par  value
$.125  per share (the "Securities"), pursuant to the Textron
1994 Long-Term Incentive 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.

                                   Very truly yours,

                                   /s/ Thomas D. Soutter
                                   Thomas D. Soutter
                                   Executive Vice President
                                   and General Counsel