Exhibit 24(b)


                         CERTIFICATE
                              
                              



The undersigned, Michael D. Cahn, duly elected Assistant

Secretary of Textron Inc., a Delaware corporation (the

"Company"), hereby certifies that attached hereto is a true

and correct copy of resolutions duly adopted by the Board of

Directors of the Company at a meeting held on April 27, 1994

and that the same have not been modified or amended, but

remain in full force and effect as of the date hereof.





Date:      December 21, 1994
                         /s/ Michael D. Cahn
                         Michael D. Cahn
                         Assistant Secretary

     RESOLVED:  that the officers of the Corporation be, and
they hereby are, authorized, in the name and on behalf of
the Corporation, to prepare, execute and file, or cause to
be prepared, executed and filed, with the Securities and
Exchange Commission a Registration Statement under the
Securities Act of 1933 in respect of the offering of
5,000,000 shares of Common Stock pursuant to the Textron
1994  Long-Term Incentive Plan, with full power and
authority to make such changes or additions thereto as any
of them may approve, such approval to be conclusively
evidenced by the execution thereof, and to prepare, execute
and file any amendments to such Registration Statement
(including, without limitation, post-effective amendments)
or supplements to the Prospectus contained therein, together
with all documents required as exhibits to such Registration
Statement, or any amendments or supplements thereto, and all
certificates, letters, instruments, applications and other
documents which may be required to be filed with respect
thereto, and to take any and all action with respect to any
of the foregoing that any such officer shall deem necessary
or advisable; and

     RESOLVED:  that the officers of the Corporation be and
they hereby are, authorized, in the name and on behalf of
the Corporation, to execute and deliver a power of attorney
appointing Thomas D. Soutter, Arnold M. Friedman, Michael D.
Cahn and W. Robert Kemp, or any of them, to act as attorneys-
in-fact for the Corporation for the purpose of executing and
filing any such Registration Statement and amendments or
supplements thereto, with the Securities and Exchange
Commission.