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 September 27, 1995, and that the same have not been

modified or amended, but remain in full force and effect as of the

date hereof.





Date:      October 27, 1995

                                         /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  up  to
9,500,000 additional shares of Common Stock pursuant to  the
Textron Savings 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 Wayne W. Juchatz, 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.