Exhibit 23
                                
                         [Letterhead of]
                                
          C R A V A T H ,   S W A I N E   &   M O O R E
                                
                        [New York Office]




                                                                 
                                                   August 8, 1997


                                
                          Textron Inc.
                                
          U.S. $510,985,000 Medium-Term Notes, Series D



Dear Sirs:

      We  have  acted as special Federal tax counsel for  Textron
Inc., a Delaware corporation (the "Company"), in connection  with
the  preparation  and  filing  of a  prospectus  supplement  (the
"Prospectus  Supplement") relating to the  registration  of  U.S.
$510,985,000 Medium-Term Notes, Series D (the "Notes").

      We hereby confirm our opinion that the discussion under the
caption  "United  States Tax Considerations"  in  the  Prospectus
Supplement  accurately describes the material Federal income  tax
consequences  of  the  holding of the Notes  by  certain  holders
described in such discussion.

      We  hereby consent to the use of this opinion as an exhibit
to the Prospectus Supplement and to the use of our name under the
caption  "United  States Tax Considerations"  in  the  Prospectus
Supplement.

                                Very truly yours,



                                /s/Cravath, Swaine & Moore


Textron Inc.
40 Westminster Street
Providence, RI   02903