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.

<PAGE> 2

                                     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.

<PAGE> 3

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.

<PAGE> 4

     (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.

<PAGE> 5
                                   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

<PAGE> 6

          *
 ..........................
    (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
<PAGE> 7

          *
 ..........................
    (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

<PAGE> 8

                                  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.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 12755}]
{"company-data": {"conformed-name": "TEXTRON INC", "cik": "0000217346", "assigned-sic": "3720", "irs-number": "050315468", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-78145", "film-number": "99615590"}, "business-address": {"street1": "40 WESTMINSTER ST", "city": "PROVIDENCE", "state": "RI", "zip": "02903", "phone": "4014212800"}, "mail-address": {"street1": "40 WESTMINSTER ST", "city": "PROVIDENCE", "state": "RI", "zip": "02903"}, "former-company": {"former-conformed-name": "AMERICAN TEXTRON INC", "date-changed": "19710510"}}
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.
2

                                     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.
3

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.
4

     (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.
5
                                   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
6

          *
 ..........................
    (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
7

          *
 ..........................
    (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
8

                                  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.