SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
_______________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 8,1997
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TEXTRON INC.
(Exact name of registrant as specified in its charter)
_______________
Delaware
(State or other jurisdiction of incorporation)
1-5480 05-0315468
(Commission File Number) (IRS Employer Identification Number)
40 Westminster Street, Providence, RI 02903
401-421-2800
(Address and telephone number of principal executive offices)
Item 5. OTHER EVENTS
The consent of Cravath, Swaine & Moore, special tax counsel to
the Registrant, to the filing of the opinion set forth in full
under the caption, "United States Tax Considerations" in the
Prospectus Supplement dated August 8, 1997, to the Prospectus
dated February 1, 1996, included in Registration Statement No. 33-
63227 and the reference to such firm in such Prospectus
Supplement is attached to this report as Exhibit 23. The forms of
Distribution Agreement for Medium-Term Senior Securities, Fixed
Interest Rate Medium-Term Senior Securities and Floating Interest
Rate Medium-Term Senior Securities referred to in such Prospectus
and Prospectus Supplement are attached to this report as Exhibits
1(a), 4(a) and 4(b), respectively.
Item 7. EXHIBITS
1(a) Form of Distribution Agreement for Medium-Term Senior
Securities
4(a) Form of Fixed Interest Rate Medium-Term Senior Securities
4(b) Form of Floating Interest Rate Medium-Term Senior
Securities
23 Consent of Cravath, Swaine & Moore, special tax counsel to
the Registrant
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
TEXTRON INC.
Date: August 8, 1997 s/R. L. Yates
R. L. Yates
Vice President and Controller
(principal accounting officer)
LIST OF EXHIBITS
Name of Exhibit
1(a) Form of Distribution Agreement for Medium-Term Senior
Securities
4(a) Form of Fixed Interest Rate Medium-Term Senior Securities
4(b) Form of Floating Interest Rate Medium-Term Senior
Securities
23 Consent of Cravath, Swaine & Moore, special tax counsel to
the Registrant