SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549 FORM S-8
 REGISTRATION STATEMENT
 under
THE SECURITIES ACT OF 1933
TEXTRON INC
 (Exact Name of Registrant as Specified in Its Charter)

Delaware                                         05-0315468
(State or Other Jurisdiction of               (I.R.S. Employer
Incorporation or Organization)                   Identification No.)	

40 Westminster Street
Providence, Rhode Island 02903
(Address of Principal Executive Offices) (Zip Code)
TEXTRON 1999 LONG-TERM INCENTIVE PLAN
 (Full Title of the Plan)
Michael D. Cahn
Associate General Counsel
Textron Inc.
40 Westminster Street
Providence, Rhode Island 02903
(Name and Address of Agent for Service)

401-421-2800
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE

    Title of        Amount to        Proposed       Proposed       Amount of
   Securities           be            Maximum       Maximum      Registration
     to be          Registered       Offering      Aggregate          Fee
   Registered                        Price Per      Offering
                                       Share         Price

Common Stock     8,500,000 shares  $94.625(1)       $804,312,500   $223,598.87
.125 per value	

(1) Estimated in accordance with Rule 457(c) solely for the purpose of calculating the registration fee, on the basis of the average of the high and low prices per share of the Registrant's Common Stock on the New York Stock Exchange Composite Tape on May 6, 1999.

PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents are incorporated by reference in this registration statement:
(a) Textron's Annual Report on Form 10-K for the fiscal year ended January 2, 1999.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year covered by the registrant document referred to in (a) above.
(c) The descriptions of Textron's Common Stock and the associated Preferred Stock Purchase Rights which are contained in registration statements filed under the Securities Exchange Act of 1934, including any amendments or reports filed for the purpose of updating such descriptions.
All documents subsequently filed by Textron and the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such documents.
Item 4. Description of Securities
Inapplicable.
Item 5. Interests of Named Experts and Counsel
Inapplicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law and Article XII of Textron's By-Laws contain provisions for indemnification of directors and officers in certain circumstances, which may include indemnity against expenses, including attorney's fees, and judgments, fines and amounts paid in settlement under the Securities Act of 1933. Also, Textron has obtained policies of directors' and officers' liability insurance which contain additional provisions for indemnification of directors and officers in certain circumstances and has entered into indemnity agreements with its directors and officers indemnifying them against certain liabilities arising out of their service as officers or directors of Textron and its affiliates.

Item 7 Exemption from Registration Claimed
Inapplicable.
Item 8. Exhibits
4 Restated Certificate of Incorporation of Textron, as filed January 29, 1998, incorporated by reference to Exhibit 3.1 to Textron's Annual Report on Form 10-K for the fiscal year ended January 3, 1998.
5 Opinion and Consent of Michael D. Cahn, Associate General Counsel.
23 Consent of Ernst & Young LLP.
24 Power of Attorney.
Item 9. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement;
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply if the registration statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at hat time shall be deemed to be the initial BONA FIDE offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial BONA FIDE offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Providence, and State of Rhode Island, on this 10th day of May, 1999.
TEXTRON INC.
 (Registrant)

By:      s/ Michael D. Cahn
         Michael D. Cahn
         Associate General Counsel and
         Assistant Secretary	

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below on the 10th day of May, 1999, by the following persons in the capacities indicated.

        Name                              Title

          *
..........................
    (Lewis B. Campbell)         Chairman and Chief Executive
                                Officer
                                (principal executive officer)
                                Director
          *
..........................
    (John A. Janitz)            President and Chief Operating
                                Officer, Director

          *
..........................
    (H. Jesse Arnelle)          Director

          *
..........................
    (Teresa Beck)               Director

          *
..........................
    (R. Stuart Dickson)         Director	

          *
..........................
    (Lawrence K. Fish)          Director

          *
..........................
    (Joe T. Ford)               Director

          *
..........................
    (Paul E. Gagne)             Director

          *
..........................
    (John D. Macomber)          Director

          *
..........................
    (Dana G. Mead)              Director

          *
..........................
    (Brian H. Rowe)             Director

          *
..........................
    (Sam F. Segnar)             Director

          *
..........................
    (Jean Head Sisco)           Director

          *
..........................
    (Martin D. Walker)          Director

..........................
    (Thomas B. Wheeler)         Director	

          *
..........................
    (Stephen L. Key)            Executive Vice President
                                and Chief Financial Officer
                                (principal financial officer)

          *
..........................
    (Richard L. Yates)          Vice President and Controller
                                (principal accounting officer)

*By: s/ Michael D. Cahn
     Michael D. Cahn
     Attorney-in-fact	

EXHIBIT INDEX

Exhibit No.                        Description

4                        Restated  Certificate of Incorporation of  Textron,  as
                         filed  January 29, 1998, incorporated by  reference  to
                         Exhibit 3.1 to Textron's Annual Report on Form 10-K for
                         the fiscal year ended January 3, 1998.

5                        Opinion  and  Consent  of Michael  D.  Cahn,  Associate
                         General Counsel of Textron.

23                       Consent of Ernst & Young LLP.

24                       Power of Attorney.	

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

Exhibit 23
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Textron 1999 Long-Term Incentive Plan of our report dated January 26, 1999, with respect to the consolidated financial statements of Textron Inc. incorporated by reference in its Annual Report (Form 10-K) for the year ended January 2, 1999 and the related financial statement schedules included therein, filed with the Securities and Exchange Commission.

/s/Ernst & Young LLP

Boston, Massachusetts
May 10, 1999	

Exhibit 24
POWER OF ATTORNEY
The undersigned, Textron Inc. ("Textron"), a Delaware corporation, and the undersigned directors and officers of Textron, do hereby constitute and appoint Wayne W. Juchatz, Arnold M. Friedman and Michael D. Cahn, and each of them, with full powers of substitution, their true and lawful attorneys and agents to do or cause to be done any and all acts and things and to execute and deliver any and all instruments and documents which said attorneys and agents, or any of them, may deem necessary or advisable in order to enable Textron to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the Registration under the Securities Act of 1933, as amended, of the offering of up to 8,500,000 shares of Textron's Common Stock pursuant to the Textron 1999 Long-Term Incentive Plan, including specifically, but without limitation, power and authority to sign the names of the undersigned directors and officers in the capacities indicated below and to sign the names of such officers on behalf of Textron to the Registration Statement filed with the Securities and Exchange Commission in respect of such offering of common stock, to any and all amendments to such Registration Statement (including post-effective amendments), and to any instruments or documents or other writings of which the original or copies thereof are to be filed as a part of or in connection with such Registration Statement or amendments thereto, and to file or cause to be filed the same with the Securities and Exchange Commission; and each of the undersigned hereby ratifies and confirms all that such attorneys and agents, and each of them, shall do or cause to be done hereunder, and such attorneys and agents, and each of them, shall have, and may exercise, all of the powers hereby conferred.
IN WITNESS WHEREOF, Textron has caused this Power of Attorney to be executed and delivered in its name and on its behalf by the undersigned duly authorized officer and its corporate seal affixed, and each of the undersigned has signed his or her name hereto, on this 28th day of April, 1999.
TEXTRON INC.

                              s/Lewis B. Campbell
                              Lewis B. Campbell
                              Chairman and
                              Chief Executive Officer

ATTEST:

s/Frederick K. Butler
Frederick K. Butler
Vice President and Secretary

s/Lewis B. Campbell                s/Brian H. Row
Lewis B. Campbell                  Brian H. Rowe
Chairman and Chief                 Director
Executive Officer, Director
(principal executive officer)

s/John A. Janitz                   s/Sam F. Segnar
John A. Janitz                     Sam F. Segnar
President and Chief Operating      Director
Officer, Director

s/H. Jesse Arnelle                 s/Jean Head Sisco
H. Jesse Arnelle                   Jean Head Sisco
Director                           Director

s/Teresa Beck                      s/Martin D. Walker
Teresa Beck                        Martin D. Walker
Director                           Director

s/R. Stuart Dickson
R. Stuart Dickson
Director                           Thomas B. Wheeler
                                   Director
s/Lawrence K. Fish
Lawrence K. Fish
Director
                                   s/Stephen L. Key
                                   Stephen L. Key
s/Joe T. Ford                      Executive Vice President
Joe T. Ford                        and Chief Financial Officer
Director                           (principal financial officer)

s/Paul E. Gagne
Paul E. Gagne
Director                           s/Richard L. Yates
                                   Richard L. Yates
s/John D. Macomber                 Vice President and Controller
John D. Macomber                   (Principal accounting officer)
Director

s/Dana G. Mead
Dana G. Mead
Director