EXHIBIT 5







                                        May 10, 1999



Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC  20549

Re:  Registration Statement on Form S-8

Dear Sir/Madam:

      I  am  Associate  General Counsel of Textron  Inc.,  a
Delaware  corporation ("Textron").  As such I have acted  as
its counsel in connection with the preparation and filing by
Textron  of  a  registration  statement  on  Form  S-8  (the
"Registration Statement") under the Securities Act  of  1933
with  respect to the proposed future issuance by Textron  of
up  to 8,500,000 shares of its Common Stock, par value $.125
per  share (the "Securities"), pursuant to the Textron  1999
Long-Term Incentive Plan.

      I  am familiar with Textron's Restated Certificate  of
Incorporation and By-laws, each as amended to  date,  and  I
have examined such corporate proceedings of Textron and such
matters  of law as I have deemed necessary to enable  me  to
render this opinion.

      Based  upon the foregoing, it is my opinion that  when
the   Securities  have  been  sold  as  described   in   the
Registration  Statement, they will be legally issued,  fully
paid and nonassessable.

      I  hereby consent to the filing of this opinion as  an
exhibit to the Registration Statement.

                                   Very truly yours,



                                   Michael D. Cahn
                                   Associate General Counsel