SECURITIES AND EXCHANGE COMMISSION
                   WASHINGTON, D.C. 20549
                      _________________
                              
                         FORM 10-Q/A

[X]  QUARTERLY  REPORT PURSUANT TO SECTION 13 OR 15  (d)  OF
     THE SECURITIES EXCHANGE ACT OF 1934
     For the fiscal quarter ended October 3, 1998
     OR
[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES 
     AND EXCHANGE ACT OF 1934

                Commission file number 1-5480
                              
                    _____________________
                        TEXTRON INC.

                              

      (Exact name of registrant as specified in charter)
                    _____________________

        Delaware                             05-0315468
(State or other jurisdiction of              (I.R.S. Employer
incorporation or organization)               Identification No.)

        40 Westminster Street, Providence, R.I. 02903
                       (401) 421-2800

     (Address and telephone number of principal executive offices)
                    _____________________

Indicate by check mark whether the registrant (1) has  filed
all  reports required to be filed by Section 13 or 15(d)  of
the Securities Exchange Act of 1934 during the preceding  12
months  (or for such shorter period that the registrant  was
required  to file such reports) and (2) has been subject  to
such filing requirements for the past 90 days.

                                             Yes  X  No__


Common stock outstanding at October 31, 1998 - 158,438,000 shares





      The  purpose of this Amendment is to file  a  complete
version  of  Exhibit  10.1 (Asset Purchase  Agreement  among
Textron  Inc., Avco Financial Services, Inc. and  Associates
First  Capital  Corporation dated as of  August  11,  1998),
which previously was filed with certain sections redacted.


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: December 17, 1998            /s/R. L. Yates
                                   R.L. Yates
                                   Vice President and Controller
                                   (principal accounting officer)



                      INDEX TO EXHIBITS
                              


10.1 Asset  Purchase  Agreement  Among  Textron  Inc.,  Avco
     Financial  Services, Inc. and Associates First  Capital
     Corporation dated as of August 11, 1998*

10.2 Employment Agreement between Textron and John D. Butler
     dated July 23, 1998**

10.3 Employment  Agreement  between  Textron  and  Lewis  B.
     Campbell dated July 23, 1998**

10.4 Employment  Agreement between Textron  and  Herbert  L.
     Henkel dated August 12, 1998**

10.5 Employment Agreement between Textron and Mary L. Howell
     dated July 23, 1998**

10.6 Employment  Agreement  between  Textron  and  Wayne  W.
     Juchatz dated July 23, 1998**

10.7 Employment Agreement between Textron and Stephen L. Key
     dated July 23, 1998**

12.1 Computation  of  ratio  of  income  to  combined  fixed
     charges  and  preferred  securities  dividends  of  the
     Parent Group**

12.2 Computation  of  ratio  of  income  to  combined  fixed
     charges  and preferred securities dividends of  Textron
     Inc. including all majority-owned subsidiaries**

27   Financial Data Schedule (filed electronically only)**


*    Filed herewith
**   Previously filed