<DOCUMENT>
<TYPE>10-K405
<SEQUENCE>1
<FILENAME>b42129tie10-k405.txt
<DESCRIPTION>TEXTRON INC.
<TEXT>
<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-K

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
     THE SECURITIES EXCHANGE ACT OF 1934

     For the fiscal year ended December 29, 2001
     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)

                               -------------------

Securities registered pursuant to Section 12(b) of the Act:

                                                        Name of Each Exchange on
              Title of Class                                Which Registered
              --------------                            ------------------------

Common Stock - par value 12 1/2(cent)(140,033,068        New York Stock Exchange
  shares outstanding at March 1, 2002);                  Pacific Stock Exchange
Preferred Stock Purchase Rights                          Chicago Stock Exchange

$2.08 Cumulative Convertible Preferred Stock,            New York Stock Exchange
   Series A - no par value

$1.40 Convertible Preferred Dividend Stock, Series B     New York Stock Exchange
   (preferred only as to dividends) - no par value

8 3/4% Debentures due July 1, 2022                       New York Stock Exchange

7.92% Trust Preferred Securities of Subsidiary Trust     New York Stock Exchange
(and Textron Guaranty with respect thereto)

Securities registered pursuant to Section 12(g) of the Act: None

     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 | |.

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

     The aggregate market value of voting stock held by non-affiliates of the
registrant is $6,796,294,628 as of March 1, 2002.

     Portions of Textron's Annual Report to Shareholders for the fiscal year
ended December 29, 2001, are incorporated by reference in Parts I and II of this
Report. Portions of Textron's Proxy Statement for its Annual Meeting of
Shareholders to be held on April 24, 2002, are incorporated by reference in Part
III of this Report.


<PAGE>

                                     PART I

ITEM 1.   BUSINESS OF TEXTRON

     We are a global multi-industry company with operations in five business
segments - Aircraft, Fastening Systems, Industrial Components, Industrial
Products and Finance. As explained below under "Business Segments," we
reorganized our segments effective with the first quarter of 2002. Prior to this
reorganization, our operations were conducted through Aircraft, Automotive,
Fastening Systems, Industrial Products and Finance segments. Our business
segments include operations that are unincorporated divisions of Textron Inc. or
its subsidiaries and others that are separately incorporated subsidiaries.

BUSINESS SEGMENTS

SEGMENT CHANGES

     Through the end of 2001, we conducted operations through our Aircraft,
Automotive, Fastening Systems, Industrial Products and Finance segments. In
December 2001, we sold our Automotive Trim operations to Collins & Aikman
Products Co. and consequently reorganized our segments effective with the first
quarter of 2002.

     Our Aircraft segment continues to include Bell Helicopter and Cessna
Aircraft, but now also includes Lycoming, which previously was part of our
Industrial Products segment. Our new Industrial Components segment includes
Textron Power Transmission and Textron Fluid Handling Products, both formerly
part of our Industrial Products segment, and Kautex, formerly part of our
Automotive segment. In addition, Kautex has assumed responsibility for CWC,
formerly part of our Automotive segment, and Micromatic, formerly part of our
Industrial Products segment. Our Industrial Products segment now is comprised of
Greenlee, Golf and Turf, OmniQuip, Tempo and Textron Systems. Our Fastening
Systems and Finance segments were unaffected by the segment reorganization. Our
Automotive segment has been eliminated.

     Financial information for our previous business segments appears on pages
18, 58 and 59 of our 2001 Annual Report to Shareholders. Financial information
by geographic area appears on


                                       2
<PAGE>

page 59 of our 2001 Annual Report to Shareholders. Those pages of our 2001
Annual Report to Shareholders are incorporated by reference into this Annual
Report on Form 10-K.

     Set forth below is a description of the business of each of our new
segments.

AIRCRAFT SEGMENT

Bell Helicopter

     Bell is one of the largest supplier of helicopters, spare parts and
helicopter-related services in the world. Bell currently manufactures four
military and six civilian helicopter models. Bell's revenues accounted for
approximately 13%, 12% and 13% of our total revenues in 2001, 2000 and 1999.

     Bell supplies advanced military helicopters, spare parts and product
support to the U.S. Government and to military customers outside the U.S. There
are more helicopters manufactured by Bell in the inventory of the U.S.
Government than are manufactured by any other helicopter company. Bell makes
military sales to non-U.S. customers only with the concurrence of the U.S.
Government.

     Bell is also a leading supplier of commercially certified helicopters to
charter, offshore, utility, corporate, police, fire, rescue and emergency
medical helicopter operators. Bell's non-U.S. Government business (including
non-U.S. military customers) typically represents 50% to 65% of its annual
sales.

     Bell is teamed with The Boeing Company in the development and production of
the V-22 Osprey tiltrotor aircraft for the U.S. Department of Defense. Tiltrotor
aircraft are designed to utilize the benefits of both helicopters and fixed-wing
aircraft. On December 21, 2001, the Department of Defense signed an Acquisition
Decision Memorandum that authorizes the V-22 program to proceed with continued
low rate production. The Memorandum requires additional flight testing to ensure
that the V-22 can be deployed as a safe, reliable and operationally suitable
aircraft.

         Bell is a member of Bell/Agusta Aerospace Company, L.L.C., a joint
venture with Agusta, Italy's leading helicopter manufacturer, for the design,
manufacture, sale and customer


                                       3
<PAGE>

support of a commercial tiltrotor, the BA609, and a new medium twin-engine
helicopter, the AB139. Bell expects deliveries of the AB139 to begin in early
2003.

     In the light and medium helicopter market segments, Bell has two major U.S.
competitors and one major European competitor. Some of its competitors are
substantially larger and more diversified aircraft manufacturers. Bell markets
its products around the world through its own sales force and through
independent representatives. Price, financing terms, aircraft performance,
reliability and product support are significant factors in the sale of
helicopters. Bell has developed the world's largest distribution system to sell
and support helicopters, serving customers in over 100 countries.

Cessna Aircraft Company

     Based on unit sales, Cessna is the world's largest manufacturer of general
aviation aircraft. Cessna currently has four major product lines: Citation
business jets, single engine turboprop Caravans, Cessna single engine piston
aircraft and after-market services. Cessna's revenues accounted for
approximately 25%, 21% and 21% of our total revenues in 2001, 2000, and 1999,
respectively.

     The family of business jets currently produced by Cessna includes the
Citation CJ1, Citation CJ2, the Citation Bravo, the Citation Encore, the
Citation Excel, and the Citation X. The Citation X is the world's fastest
business jet with a maximum operating speed of Mach .92. By the end of 2001,
Cessna had delivered its 3,562nd business jet. Under development is the mid-size
Citation Sovereign. First customer delivery of this model is scheduled for late
2004.

     The Cessna Caravan is the world's best selling utility turboprop. More than
1,276 Caravans have been sold by Cessna since the first Caravan was delivered in
1985. Caravans are offered in four models: the Grand Caravan, the Super
Cargomaster, the Caravan Floatplane and the Caravan 675. Caravans are used in
the U.S. primarily to carry overnight express package shipments. International
uses of Caravans include commuter flights, humanitarian flights, tourism and
freight.

     Cessna now has six models in its single engine piston product line: the
four-place 172 Skyhawk, 172 Skyhawk SP, 182 Skylane and Turbo 182 Skylane, and
the six-place 206


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Stationair and T206 Turbo Stationair. By the end of 2001, Cessna had delivered
3,737 single engine piston aircraft since production was restarted in 1997.

     Reliability and product support are significant factors in the sale of
these aircraft. The Citation family of aircraft is supported by ten Citation
Service Centers owned and operated by Cessna, along with authorized independent
service stations and centers in more than 15 countries throughout the world. The
Cessna-owned Service Centers provide customers 24 hour a day service and
maintenance. Cessna Caravan and single-engine piston customers receive product
support through independently owned service stations and 24 hour a day spare
parts support through Cessna.

     Cessna markets its products worldwide primarily through its own sales
force, as well as through a network of authorized independent sales
representatives, depending upon the product line. Cessna has one U.S. and three
major foreign competitors for its business jet products. Cessna's aircraft
compete with other aircraft that vary in size, speed, range, capacity, handling
characteristics, and price.

     Cessna engages in the business jet fractional ownership market through a
joint venture with TAG Aviation S.A., a worldwide aircraft management and
charter enterprise. This program, called CitationShares, offers shares of
Citation aircraft in the eastern United States.

Lycoming

     Lycoming is the world leader in the design, manufacture and overhaul of
reciprocating piston aircraft engines for the global general aviation market. In
July 2001, Lycoming delivered its 300,000th horizontally opposed engine.
Lycoming sells new products directly to general aviation airframe manufacturers,
including The New Piper Aircraft, Robinson Helicopter, and EADS SOCATA, a
division of Aerospatiale. Lycoming is also the exclusive supplier of engines for
Cessna's product line of new single-engine aircraft. Aftermarket sales are made
to the more than 180,000 existing owners of Lycoming products through a
worldwide network of independently owned distributors.

FASTENING SYSTEMS SEGMENT

     Our Fastening Systems segment, Textron Fastening Systems (TFS),
manufactures and sells fasteners, fastening systems, engineered assemblies and
automation equipment to the


                                       5
<PAGE>

aerospace, automotive, business equipment, construction, consumer goods,
electronics, electrical equipment, industrial equipment, medical, non-automotive
transportation, and telecommunications markets. Some of our TFS operations are
unincorporated divisions of Textron Inc. or its subsidiaries and others are
separately incorporated subsidiaries. TFS also has non-controlling ownership
interests in three other companies. TFS is headquartered in Troy, Michigan, and
has facilities located in the following 18 countries: Australia, Austria,
Brazil, Canada, China, France, Germany, Hong Kong, Italy, Japan, Korea,
Malaysia, Mexico, Singapore, Spain, Taiwan, the U.K. and the U.S.

     TFS is a major global supplier and distributor of engineered fasteners,
components and value added services to original equipment manufacturers,
contract producers, component manufacturers and distributors. TFS provides
value-added products, services and solutions that simplify manufacturing
processes and maximize efficiencies resulting in lower total system costs to the
customer. Revenues of TFS accounted for approximately 14%, 15%, and 18% of our
total revenues in 2001, 2000 and 1999.

     TFS produces engineered threaded fasteners, blind fastening systems and
installation tools, aerospace fasteners, construction fasteners and tooling,
cold formed components, clips, cage nuts, engineered and laser weld assemblies,
metal stampings, blind fastening systems, injection molded plastic components,
and precision fine blanked products. These products are produced and sold under
a variety of brand names including Avdel, Boesner, BSK, Camcar, Cherry, Elco,
Ring Screw, Sukosim, Valmex and VBF to both automotive and non-automotive
customers. TFS also provides its customers with supply chain management services
through global vendor managed inventory programs, plant provider programs,
warehouse and JIT (just-in-time) programs, and sourcing. TFS offers a wide range
of design and engineering services to its customers and is a licensor of various
fastening technologies including Torx and Torx Plus.

     Although TFS is one of the world's largest providers of fastener products,
engineered assemblies and services, TFS has hundreds of competitors, ranging
from small proprietorships to large multi-national companies. Competition is
based primarily on price, quality, reputation and delivery. In addition, larger
customers of fastening systems and engineered assemblies tend to procure
products and services from the larger suppliers, except for "niche" products
that may be sourced from smaller companies. Only the loss of a customer that is
a major original equipment manufacturer would have a material adverse effect on
TFS. However, because of the broad range


                                       6
<PAGE>

of products sold to such customers, it is unlikely that these customers will
cease all purchases from TFS.

INDUSTRIAL PRODUCTS SEGMENT

Greenlee

     Our Greenlee group consists of Greenlee, Fairmont and Klauke. These
businesses manufacture powered equipment, electrical test instruments, hand and
hydraulic powered tools and electrical connectors. The products are principally
used in electrical construction and maintenance, telecommunications and plumbing
industries, and are distributed through a global network of sales
representatives and distributors. Our Greenlee group faces competition from
numerous manufacturers based primarily on price, quality, performance,
reliability, delivery and reputation.

Textron Golf, Turf and Specialty Products

     Our Golf, Turf and Specialty Products group designs, manufactures and sells
golf cars powered by electric and internal combustion engines, multipurpose
utility vehicles, professional turf maintenance equipment, lawn care machinery
and specialized industrial vehicles. Major brand names include E-Z-GO, Ransomes,
Jacobsen, Cushman, Ryan, Steiner, Brouwer, Bunton and Bob-Cat.

     The commercial customers of our Golf, Turf and Specialty Products group
consist primarily of golf courses, resort communities and municipalities, as
well as commercial and industrial users such as airports, factories and
professional lawn care services. The group also manufactures off-road utility
vehicles and golf cars for the consumer market. Sales are made through a network
of distributors and directly to end-users. Many golf and turf-care equipment
sales (both at the distributor and end-user level) are financed through Textron
Financial Corporation as an additional source of revenue to Textron and for
marketing purposes.

     Textron's Golf, Turf and Specialty Products business has two major
competitors for golf cars, two major competitors for professional turf
maintenance equipment, and a number of smaller competitors for multipurpose
utility vehicles and professional lawn care machinery. Competition is based
primarily on price, quality, product support, performance, reliability and
reputation.


                                       7
<PAGE>

OmniQuip

     OmniQuip produces telescopic material handlers and aerial work platforms
under the trade names SkyTrak, Lull and Snorkel, and has facilities in the U.S.,
U.K., Australia and New Zealand. OmniQuip divested its compact construction
business and the associated Scat Trak trade name in 2001.

     Large national equipment rental fleets account for approximately 30 percent
of OmniQuip's sales. Remaining sales are through independent distributors and
rental centers. The majority of OmniQuip's sales occur in the second quarter;
the first and fourth quarters are traditionally soft. End-users are usually
construction sub-contractors such as masons, framers, steel erectors and
roofers. OmniQuip competes in a fragmented market against a variety of
manufacturers. Competition is based primarily on price, quality, product
support, performance, delivery and reputation.

Tempo

     Our Tempo group supplies test and measurement equipment to the data, signal
and voice market. Textron initially developed a substantial presence in this
market within the Greenlee group and, in 2001, Tempo became a separate group in
recognition of the group's significant growth. In January 2001, we acquired
Tempo Research Corporation, which produces advanced measurement and test
equipment for the telecommunications and cable television industries. In July
2001, we acquired Industrial Technology, Inc. and Opto-Electronics Inc., both
leaders in the telecommunications test and measurement industry. Also in 2001,
InteSys Technologies was transferred from Textron's Fastening Systems segment to
the Tempo group. InteSys is a leading supplier of components and assemblies for
telecommunications and other markets.

     Tempo products are distributed through a global network of distributors and
sales representatives and directly to original equipment manufacturers. The
Tempo group faces competition from numerous manufacturers based primarily on
price, quality, performance, reliability, delivery and reputation.

Textron Systems

     Textron Systems, a primary supplier to the defense and aerospace markets,
manufactures "smart" weapons, airborne and ground-based surveillance systems,
aircraft landing systems, hovercraft, search and rescue vessels, armored
vehicles and turrets, and aircraft and missile


                                       8
<PAGE>

control actuators, valves and related components. While Textron Systems sells
most of its products directly to U.S. customers, it also sells an increasing
number of products through a growing, global network of sales representatives
and distributors. Now operating in over thirty-five countries, Textron Systems'
products continue to receive high level of global interest.

     Actuation products for the aerospace, defense and industrial markets are
sold under trade names of HR Textron and APCO. Specialty marine, land vehicle,
and turret products are sold under trade names of Textron Marine & Land Systems
and Cadillac Gage. Weapons, surveillance, and landing systems are sold under the
Textron Systems name.

INDUSTRIAL COMPONENTS SEGMENT

Textron Power Transmission

     Textron Power Transmission offers products under the brand names David
Brown, Cone Drive, and Benzlers. Textron Power Transmission designs and
manufactures industrial gears, double enveloping worm gear speed reducers,
mechanical and hydraulic transmission systems, gear motors and gear sets. These
products are sold to a variety of customers, including original equipment
manufacturers, distributors and end-users. Textron Power Transmission faces
competition from other manufacturers based primarily on price, quality, product
support, delivery and reputation.

Textron Fluid Handling Products

     Our Textron Fluid Handling Products business, which includes David Brown
Union Pumps, David Brown Hydraulics, Maag Pump Systems, and David Brown Guinard
Pumps SAS, designs and manufactures industrial pumps for oil, gas, petrochemical
and polymer industries. These products are sold to original equipment
manufacturers, distributors and end-users. Textron Fluid Handling Products faces
competition from other manufacturers based primarily on price, quality, product
support, performance, delivery and reputation.

Kautex

     Kautex is a leading manufacturer of blow-molded plastic fuel tank systems
and other blow-molded plastic parts for original equipment manufacturers
throughout Europe, North America, South America and parts of Asia. In 2001,
Kautex established a majority-owned joint venture in Hiroshima, Japan, to
manufacture plastic fuel tanks for Mazda, and production began in early 2002. In
Germany, Kautex produces plastic containers and sheeting for household and


                                       9
<PAGE>

industrial uses. In North America, Kautex also produces metal fuel filler
systems in addition to plastic fuel tanks.

     Kautex also manufactures windshield and headlamp washer systems and
continues to expand applications of its RITec (Reservoir Integrated Technology)
product, an innovative integration of automotive cooling system components
including the fan shroud and windshield washer and coolant reservoirs.

     In early 2002, Kautex assumed responsibility for CWC and Micromatic. CWC
designs and manufactures engine camshafts and vibration damper components for
North American automotive original equipment manufacturers and the aftermarket.
Micromatic manufactures automatic assembly machines and systems, perishable
tools and abrasives, and hydraulic components for the North American automotive
and industrial markets.

FINANCE SEGMENT

     Our Finance segment consists of Textron Financial Corporation and its
subsidiaries. Textron Financial is a diversified commercial finance company with
core operations in four segments: aircraft finance, revolving credit, specialty
finance, and structured capital. The aircraft finance business segment is
focused on financing Cessna aircraft, Bell helicopters and other general
aviation aircraft. The revolving credit segment specializes in dealer floorplan
financing, asset based lending and small business financing. The specialty
finance segment includes golf course and equipment finance, financing for
developers of vacation interval resorts and residential and recreational land
lots, franchise finance, and media finance. The structured capital segment
includes leveraged lease transactions and investment grade and near investment
grade structured secured term and revolving credit facilities. This segment also
originates factoring arrangements and working capital loans in the
telecommunications, trucking, and specialty financial services industries.
Textron Financial's other financial services and products include transaction
syndications, equipment appraisal and disposition, portfolio servicing and
insurance brokerage.

     Textron Financial's financing activities are confined almost exclusively to
secured lending and leasing to commercial markets. Textron Financial's services
are offered primarily in North America. However, Textron Financial does finance
Textron products worldwide, principally Bell helicopters and Cessna aircraft in
South America.


                                       10
<PAGE>

     The commercial finance businesses in which Textron Financial operates are
highly fragmented and extremely competitive. Textron Financial is subject to
competition from various types of financing institutions, including banks,
leasing companies, insurance companies, commercial finance companies and finance
operations of equipment vendors. Competition within the commercial finance
industry is primarily focused on price, terms, structure and service.

BACKLOG

     Information regarding our backlog of government and commercial orders at
the end of the past two fiscal years is contained on page 31 of our 2001 Annual
Report to Shareholders. This page is incorporated by reference into this Annual
Report on Form 10-K.

     Approximately 40% of our total backlog of $7.5 billion at December 29,
2001, represents orders which are not expected to be filled within our 2002
fiscal year. At December 29, 2001, approximately 97% of the total government
backlog of $1 billion was funded.

U.S. GOVERNMENT CONTRACTS

     In 2001, 18% of the revenues of our Aircraft segment and 15% of the
revenues of our Industrial Products segment, constituting in the aggregate 10%
of our consolidated revenues, were generated by or resulted from contracts with
the U.S. Government. U.S. Government business is subject to competition, changes
in procurement policies and regulations, the continuing availability of
Congressional appropriations, world events, and the size and timing of programs
in which Textron may participate.

     Our contracts with the U.S. Government generally may be terminated in whole
or in part at the convenience of the U.S. Government or if we are in default. If
the U.S. Government terminates a contract for convenience, we normally will be
entitled (up to a maximum equal to the contract price) to reimbursement for
allowable costs incurred, increased or decreased by our expected profit or loss
had the contract been completed. If, however, the U.S. Government terminates a
contract for default, generally: (a) we will be paid an agreed-upon amount for
manufacturing materials and partially completed products accepted by the U.S.
Government; (b) the U.S. Government will not be liable for our costs with
respect to unaccepted items and will be entitled to repayment of advance
payments and progress payments related to the terminated


                                       11
<PAGE>

portions of the contract; and (c) we might be liable for excess costs incurred
by the U.S. Government in procuring undelivered items from another source.

RESEARCH AND DEVELOPMENT

     Information regarding our research and development expenditures is
contained on page 58 of our 2001 Annual Report to Shareholders. These pages are
incorporated by reference into this Annual Report on Form 10-K.

PATENTS AND TRADEMARKS

     We own, or are licensed under, numerous patents throughout the world
relating to products, services and methods of manufacturing. Patents have been
of value in the past and are expected to be of value in the future. However, the
loss of any single patent or group of patents would not, in our opinion,
materially affect the conduct of our business.

     We also own trademarks, trade names and service marks that are important to
our business. Some of these trademarks, trade names and service marks are used
in this Annual Report on Form 10-K: AB139; Avdel; BA609; Bell Helicopter; Bell
Model 427; Benzlers; Bob-Cat; Boesner; Brouwer; BSK; Bunton; Cadillac Gage;
Camcar; Caravan 675; Caravan Floatplane; Cessna; Cessna Aircraft Company; Cessna
Caravan; Cherry; Citation Bravo; Citation CJ1; Citation CJ2; Citation Encore;
Citation Excel; CitationShares; Citation X; Cone Drive; Cushman; CWC; David
Brown; David Brown Guinard Pumps; David Brown Hydraulics; David Brown Union
Pumps; Elco; E-Z-GO; Fairmont; Greenlee; HR Textron; Industrial Technology,
Inc.; InteSys Technologies; Jacobsen; Kautex; Kaywood Products, Klauke; Lull;
Lycoming; Maag Pump Systems; McCord Winn; Micromatic; OmniQuip;
Opto-Electronics; Ransomes; Ring Screw; RITec; Ryan; 172 Skyhawk; 172 Skyhawk
SP; 182 Skylane; Sky Trak; Snorkel; 206 Stationair; Steiner; Sukosim; Super
Cargomaster; T206 Turbo Stationair; Tempo; Tempo Research Corporation; Textron;
Textron Fastening Systems; Textron Financial Corporation; Textron Fluid Handling
Products; Textron Golf, Turf and Specialty Products; Textron Marine & Land
Systems; Textron Power Transmission; Textron Systems; Torx; Torx Plus; Turbo 182
Skylane; V-22 Osprey; Valmex; VBF; and their related trademark designs and
logotypes (and variations of the foregoing) are trademarks, trade names or
service marks of Textron Inc., its subsidiaries, affiliates, or joint ventures.


                                       12
<PAGE>

ENVIRONMENTAL CONSIDERATIONS

     Our operations are subject to numerous laws and regulations designed to
protect the environment. Compliance with these laws and expenditures for
environmental control facilities have not had a material effect on our capital
expenditures, earnings or competitive position. Additional information regarding
environmental matters is contained on pages 31 and 57 of our 2001 Annual Report
to Shareholders. These pages are incorporated by reference into this Annual
Report on Form 10-K.

EMPLOYEES

     At December 29, 2001, we had approximately 51,000 employees.

ITEM 2.   PROPERTIES

     At December 29, 2001, we operated a total of 158 plants located throughout
the U.S. and 103 plants outside the U.S. Of the total of 261 plants, we owned
133 and the balance were leased. In the aggregate, the total manufacturing space
was approximately 31 million square feet.

     In addition, we own or lease offices, warehouse and other space at various
locations throughout the U.S. and outside the U.S. We consider the productive
capacity of the plants operated by each of our business segments to be adequate.
In general, our facilities are in good condition, are considered to be adequate
for the uses to which they are being put, and are substantially in regular use.

ITEM 3.   LEGAL PROCEEDINGS

     On February 28, 2002, Cessna completed the settlement of the previously
reported action brought against Cessna in the Circuit Court in and for Escambia
County, Florida, by James M. Cassoutt, Cindy I. Cassoutt and Judy L. Kealey, for
injuries incurred in a 1989 crash of a Cessna 185 aircraft. The amount of the
settlement in excess of that which will be paid by Cessna's insurance carriers
will be covered by our pre-existing product liability reserves.

     On May 12, 2000, the Massachusetts Water Resources Authority issued a
Notice of Violation to Textron Systems relating to industrial discharges to the
Authority's sewer system from our Wilmington, Massachusetts, facility. The
Notice of Violation, which seeks a civil administrative penalty, alleges a
failure to obtain a permit for certain discharges, discharge


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reporting violations, and violations of discharge limits. The penalty assessed
for the Notice of Violation is expected to exceed $100,000.

     On November 1, 2001, Cone Drive Operations, Inc., a subsidiary of Textron,
received a notice from the Michigan Department of Environmental Quality that the
Department intends to fine Cone Drive's Traverse City, Michigan, plant in
connection with groundwater contamination discharging to a surface body in
excess of Michigan criteria. Resolution of this matter may cost in excess of
$100,000.

     We are subject to actual and threatened legal proceedings arising out of
the conduct of our business. These proceedings include claims arising from
private transactions, government contracts, product liability, employment and
environmental, safety and health matters. Some of these legal proceedings seek
damages, fines or penalties in substantial amounts or remediation of
environmental contamination. Under federal government procurement regulations,
certain claims brought by the U.S. Government could result in our suspension or
debarment from U.S. Government contracting for a period of time. On the basis of
information presently available, we believe that these legal proceedings will
not have a material effect on our financial position or results of operations.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matters were submitted to a vote of our security holders during the last
quarter of the period covered by this Annual Report on Form 10-K.


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<PAGE>

EXECUTIVE OFFICERS OF THE REGISTRANT

     The following table sets forth certain information concerning our executive
officers as of March 14, 2002. Unless otherwise indicated, the employer is
Textron Inc.

Name                     Age                     Position
----                     ---                     --------

Lewis B. Campbell        55        Chairman, President and Chief Executive
                                   Officer since September 2001. Formerly,
                                   Chairman and Chief Executive Officer 1999 to
                                   September 2001; President and Chief Executive
                                   Officer, 1998 to 1999; President and Chief
                                   Operating Officer, 1994 to 1998; Director
                                   since 1994.

Kenneth C. Bohlen        49        Executive Vice President and Chief Innovation
                                   Officer since 2000. Formerly, Senior Vice
                                   President and Chief Information Officer, 1999
                                   to 2000; Vice President and Chief Information
                                   Officer, AlliedSignal Aerospace, 1999 to
                                   2000; Vice President Supply Chain,
                                   AlliedSignal Engines, 1998 to 1999; Vice
                                   President SixSigma and Chief Information
                                   Officer, AlliedSignal Engines, 1997 to 1998;
                                   Director of Supply Chain Management,
                                   AlliedSignal, Inc. 1996 to 1997.

John D. Butler           54        Executive Vice President Administration and
                                   Chief Human Resources Officer since 1999.
                                   Formerly, Executive Vice President and Chief
                                   Human Resources Officer, 1997 to 1998; Vice
                                   President Personnel, General Motors
                                   International Operations (Zurich,
                                   Switzerland), 1990 to 1997.

Theodore R. French       47        Executive Vice President and Chief Financial
                                   Officer since 2000. Formerly, President,
                                   Financial Services and Chief Financial
                                   Officer, CNH Global N.V. and its predecessor,
                                   Case Corporation, 1992 to 2000.

Mary L. Howell           49        Executive Vice President Government, Strategy
                                   Development and International, Communications
                                   and Investor Relations, since 2000. Formerly,
                                   Executive Vice President Government,
                                   International, Communications and Investor
                                   Relations 1998 to 2000; Executive Vice
                                   President Government and International, 1995
                                   to 1998.

Terrence O'Donnell       58        Executive Vice President and General Counsel
                                   since 2000; Partner, Williams & Connolly,
                                   since 1992.

                                       15
<PAGE>

                                     PART II

ITEM 5.   MARKETS FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
          MATTERS

     Our Common Stock is traded on the New York, Chicago and Pacific Stock
Exchanges. At December 29, 2001, there were approximately 21,000 holders of
Textron Common Stock. The information on the price range of Textron's Common
Stock and dividends paid per share appearing under "Common Stock Information" on
page 60 of our 2001 Annual Report to Shareholders is incorporated by reference
into this Annual Report on Form 10-K.

ITEM 6.   SELECTED FINANCIAL DATA

     The information appearing under "Selected Financial Information" on page 61
of our 2001 Annual Report to Shareholders is incorporated by reference into this
Annual Report on Form 10-K.

ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

     "Management's Discussion and Analysis," appearing on pages 19 through 32 of
our 2001 Annual Report to Shareholders is incorporated by reference into this
Annual Report on Form 10-K.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

     "Quantitative Risks Measures," appearing on page 30 of our 2001 Annual
Report to Shareholders is incorporated by reference into this Annual Report on
Form 10-K.


                                       16
<PAGE>

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The consolidated financial statements, together with the report thereon of
Ernst & Young LLP dated January 24, 2002, and supplementary information
contained in our 2001 Annual Report to Shareholders and the Financial Statement
Schedules, as listed in the Index to Financial Statements and Financial
Statement Schedules attached to this Annual Report on Form 10-K, are
incorporated herein by reference.

ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE

     None.

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The information appearing under "Nominees for Director" and "Directors
Continuing in Office" on pages 3 through 6 of the Proxy Statement for our Annual
Meeting of Shareholders to be held on April 24, 2002, is incorporated by
reference into this Annual Report on Form 10-K.

     Information regarding Textron's executive officers is included on page 15
of Part I of this Annual Report on Form 10-K.

ITEM 11.  EXECUTIVE COMPENSATION

     The information appearing under "Report of the Organization and
Compensation Committee on Executive Compensation," "Executive Compensation" and
"Performance Graph" on pages 12 through 21 of the Proxy Statement for our Annual
Meeting of Shareholders to be held on April 24, 2002, is incorporated by
reference into this Annual Report on Form 10-K.


                                       17
<PAGE>

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The information appearing under "Security Ownership of Certain Beneficial
Holders" and "Security Ownership of Management," on pages 9 and 10 of the Proxy
Statement for our Annual Meeting of Shareholders to be held on April 24, 2002,
is incorporated by reference into this Annual Report on Form 10-K.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information appearing under "Transactions with Management" on page 20
of the Proxy Statement for our Annual Meeting of Shareholders to be held on
April 24, 2002, is incorporated by reference into this Annual Report on Form
10-K.

                                     PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 10-K

a)   FINANCIAL STATEMENTS AND SCHEDULES

     The consolidated financial statements, supplementary information and
financial statement schedules listed in the accompanying Index to Financial
Statements and Financial Statement Schedules are filed as part of this Report.

     EXHIBITS

       2.1     Purchase Agreement dated as of August 7, 2001, as amended and
               restated as of November 30, 2001, by and among Textron Inc.,
               Collins & Aikman Corporation and Collins & Aikman Products Co.,
               including Exhibit 1 (Certificate of Designation of the Series A
               Redeemable Preferred Stock, the Series B Redeemable Preferred
               Stock and the Series C Redeemable Preferred Stock) and Exhibit 7
               (Asset Purchase Agreement dated as of August 7, 2001, as amended
               and restated November 30, 2001, by and between Textron Automotive
               Exteriors Inc. and JPS Automotive, Inc.). Incorporated by
               reference to Textron's Current Report on Form 8-K filed on
               January 4, 2002.


                                       18
<PAGE>

               NOTE: The Table of Contents of the Purchase Agreement listed as
               Exhibit 2.1 contains a list briefly identifying the contents of
               all omitted schedules and exhibits. Textron will supplementally
               furnish a copy of any omitted schedule or exhibit to the
               Commission upon request.

       3.1     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.

       3.2     By-Laws of Textron. Incorporated by reference to Exhibit 3.2 to
               Textron's Annual Report on Form 10-K for the fiscal year ended
               January 1, 2000.

       4.1     Indenture dated as of December 9, 1999, between Textron Financial
               Corporation and Sun Trust Bank, Atlanta (including form of debt
               securities). Incorporated by reference to Exhibit 4.1 to
               Amendment No. 2 to Textron Financial Corporation's Registration
               Statement on Form S-3 (No. 333-88509).

       4.2     Indenture dated as of November 30, 2001, between Textron
               Financial Canada Funding Corp. and SunTrust Bank, guaranteed by
               Textron Financial Corporation. Incorporated by reference to
               Exhibit 4.2 to Textron Financial Corporation's Registration
               Statement on Form S-3 (No. 333-88509)

       4.3     Support Agreement dated as of May 25, 1994, between Textron Inc.
               and Textron Financial Corporation. Incorporated by reference to
               Exhibit 10.1 to Textron Financial Corporation's Registration
               Statement on Form 10.

       NOTE:   Instruments defining the rights of holders of certain issues of
               long-term debt of Textron have not been filed as exhibits to this
               Report because the authorized principal amount of any one of such
               issues does not exceed 10% of the total assets of Textron and its
               subsidiaries on a consolidated basis. Textron agrees to furnish a
               copy of each such instrument to the Commission upon request.

       NOTE:   Exhibits 10.1 through 10.17 below are management contracts or
               compensatory plans, contracts or agreements.


                                       19
<PAGE>

      10.1A    Annual Incentive Compensation Plan for Textron Employees.
               Incorporated by reference to Exhibit 10.1 to Textron's Annual
               Report on Form 10-K for the fiscal year ended December 30, 1995.

      10.1B    Amendment to Annual Incentive Compensation Plan for Textron
               Employees. Incorporated by reference to Exhibit 10.1 to Textron's
               Quarterly Report on Form 10-Q for the fiscal quarter ended July
               3, 1999.

      10.2     Deferred Income Plan for Textron Key Executives.

      10.3     Special Benefits for Textron Key Executives. Incorporated by
               reference to Exhibit 10.4 to Textron's Annual Report on Form 10-K
               for the fiscal year ended December 30, 1995.

      10.4     Supplemental Benefits Plan for Textron Key Executives with Market
               Square Profit Sharing Plan Schedule. Incorporated by reference to
               Exhibit 10.4 to Textron's Annual Report on Form 10-K for the
               fiscal year ended December 30, 2000.

      10.5A    Supplemental Retirement Plan for Textron Key Executives.
               Incorporated by reference to Exhibit 10.6 to Textron's Annual
               Report on Form 10-K for the fiscal year ended December 30, 1995.

      10.5B    Amendment to Supplemental Retirement Plan for Textron Key
               Executives. Incorporated by reference to Exhibit 10.5B to
               Textron's Annual Report on Form 10-K for the fiscal year ended
               January 2, 1999.

      10.5C    Amendment to Supplemental Retirement Plan for Textron Key
               Executives. Incorporated by reference to Exhibit 10.4 to
               Textron's Quarterly Report on Form 10-Q for the fiscal quarter
               ended July 3, 1999.

      10.5D    Amendment to Supplemental Retirement Plan for Textron Key
               Executives. Incorporated by reference to Exhibit 10.5D to
               Textron's Annual Report on Form 10-K for the fiscal year ended
               January 1, 2000.

      10.6A    Survivor Benefit Plan For Textron Key Executives. Incorporated by
               reference to Exhibit 10.7 to Textron's Annual Report on Form 10-K
               for the fiscal year ended December 30, 1995.

      10.6B    Amendment to Survivor Benefit Plan for Textron Key Executives.
               Incorporated by reference to Exhibit 10.5 to Textron's Quarterly
               Report on Form 10-Q for the fiscal quarter ended July 3, 1999.

                                       20
<PAGE>

      10.7A    Textron 1990 Long-Term Incentive Plan ("1990 Plan"). Incorporated
               by reference to Exhibit 10.7 to Textron's Annual Report on Form
               10-K for the fiscal year ended December 30, 1989.

      10.7B    First Amendment to 1990 Plan. Incorporated by reference to
               Exhibit 10.7(c) to Textron's Annual Report on Form 10-K for the
               fiscal year ended December 28, 1991.

      10.7C    Second Amendment to 1990 Plan. Incorporated by reference to
               Exhibit 10.7(c) to Textron's Annual Report on Form 10-K for the
               fiscal year ended January 2, 1993.

      10.8A    Textron 1994 Long-Term Incentive Plan ("1994 Plan"). Incorporated
               by reference to Exhibit 10 to Textron's Quarterly Report on Form
               10-Q for the fiscal quarter ended July 2, 1994.

      10.8B    Amendment to 1994 Plan. Incorporated by reference to Exhibit
               10.9B to Textron's Annual Report on Form 10-K for the fiscal year
               ended January 2, 1999.

      10.8C    Amendment to 1994 Plan. Incorporated by reference to Exhibit 10.6
               to Textron's Quarterly Report on Form 10-Q for the fiscal quarter
               ended July 3, 1999.

      10.8D    Amendment to 1994 Plan. Incorporated by reference to Exhibit
               10.8D to Textron's Annual Report on Form 10-K for the fiscal year
               ended January 1, 2000.

      10.9A    Textron 1999 Long Term Incentive Plan. Incorporated by reference
               to Exhibit 10.9 to Textron's Annual Report on Form 10-K for the
               fiscal year ended January 1, 2000.

      10.9B    Amendment to 1999 Plan.

      10.10    Form of Indemnity Agreement between Textron and its directors and
               executive officers. Incorporated by reference to Exhibit A to
               Textron's Proxy Statement for its Annual Meeting of Shareholders
               on April 29, 1987.

      10.11    Deferred Income Plan for Non-Employee Directors. Incorporated by
               reference to Exhibit 10.11 to Textron's Annual Report on Form
               10-K for the fiscal year ended January 1, 2000.

                                       21
<PAGE>

      10.12    Employment Agreement between Textron and Kenneth C. Bohlen dated
               July 18, 2000. Incorporated by reference to Exhibit 10.2 to
               Textron's Quarterly Report on Form 10-Q for the fiscal quarter
               ended July 1, 2000.

      10.13    Employment Agreement between Textron and John D. Butler dated
               July 23, 1998. Incorporated by reference to Exhibit 10.2 to
               Textron's Quarterly Report on Form 10-Q for the fiscal quarter
               ended October 3, 1998.

      10.14A   Employment Agreement between Textron and Lewis B. Campbell dated
               July 23, 1998. Incorporated by reference to Exhibit 10.3 to
               Textron's Quarterly Report on Form 10-Q for the fiscal quarter
               ended October 3, 1998.

      10.14B   Retention Award granted to Lewis B. Campbell on December 14,
               1995. Incorporated by reference to Exhibit 10.16B to Textron's
               Annual Report on Form 10-K for the fiscal year ended December 30,
               1995.

      10.14C   Retention Award granted to Lewis B. Campbell on June 1, 1999.
               Incorporated by Reference to Exhibit 10.13C to Textron's Annual
               Report on Form 10-K for the fiscal year ended January 1, 2000.

      10.14D   Retention Award granted to Lewis B. Campbell on January 1, 2001,
               and revision of vesting schedule for the Retention Award granted
               on June 1, 1999. Incorporated by reference to Exhibit 10.14D to
               Textron's Annual Report on Form 10-K for the fiscal year ended
               December 30, 2000.

      10.14E   Amendments to Retention Awards granted to Lewis B. Campbell.

      10.15A   Employment Agreement between Textron and Theodore R. French dated
               December 21, 2000. Incorporated by reference to Exhibit 10.15A to
               Textron's Annual Report on Form 10-K for the fiscal year ended
               December 30, 2000.

      10.15B   Retention Award granted to Theodore R. French on January 1, 2001.
               Incorporated by reference to Exhibit 10.15B to Textron's Annual
               Report on Form 10-K for the fiscal year ended December 30, 2000.

      10.16    Employment Agreement between Textron and Mary L. Howell dated
               July 23, 1998. Incorporated by reference to Exhibit 10.5 to
               Textron's Quarterly Report on Form 10-Q for the fiscal quarter
               ended October 3, 1998.

                                       22
<PAGE>

      10.17    Employment Agreement between Textron and Terrence O'Donnell dated
               March 10, 2000. Incorporated by reference to Exhibit 10.1 to
               Textron's Quarterly Report on Form 10-Q for the fiscal quarter
               ended July 1, 2000.

      10.18    5-Year Credit Agreement dated as of April, 1998, among Textron,
               the Banks listed therein and Morgan Guaranty Trust Company of New
               York as Administrative Agent. Incorporated by reference to
               Exhibit 10.2 to Textron's Quarterly Report on Form 10-Q for the
               fiscal quarter ended April 4, 1998.

      12.1     Computation of ratio of income to combined fixed charges and
               preferred stock dividends of Textron Manufacturing.

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

      13       A portion (pages 18 through 61) of Textron's 2001 Annual Report
               to Shareholders.

      21       Certain subsidiaries of Textron. Other subsidiaries, which
               considered in the aggregate do not constitute a significant
               subsidiary, are omitted from such list.

      23       Consent of Independent Auditors.

      24.1     Power of attorney.

      24.2     Certified copy of a resolution of the Board of Directors of
               Textron.


     (b)  REPORTS ON FORM 8-K

          The following reports on Form 8-K were filed during the quarter ended
          December 29, 2001:

          Current reports on Form 8-K (Items 5 and 7), filed on November 9,
          2001, and November 19, 2001, to file certain exhibits to a
          Registration Statement on Form S-3.

          Current report on Form 8-K (Item 5), filed on December 3, 2001, to
          report that Textron will proceed with the sale of its Automotive Trim
          business on revised terms.


                                       23
<PAGE>

                                   SIGNATURES

     Pursuant to the requirement of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Annual Report on Form
10-K to be signed on its behalf by the undersigned, thereunto duly authorized on
this 14th day of March 2002.


                                              TEXTRON INC.
                                              Registrant


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

                                       24
<PAGE>

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below on this 14th day of March 2002, by the following
persons on behalf of the registrant and in the capacities indicated:

        NAME                                          TITLE
        ----                                          -----

         *                      Chairman, President and Chief Executive Officer,
-------------------------       Director
Lewis. B. Campbell

         *                      Director
-------------------------
H. Jesse Arnelle

         *                      Director
-------------------------
Teresa Beck

         *                      Director
-------------------------
R. Stuart Dickson

         *                      Director
-------------------------
Lawrence K. Fish


         *                      Director
-------------------------
Joe T. Ford

         *                      Director
-------------------------
Paul E. Gagne



                                       25
<PAGE>


         *                      Director
-------------------------
John D. Macomber


         *                      Director
-------------------------
Lord Powell of Bayswater KCMG


         *                      Director
-------------------------
Brian H. Rowe


         *                      Director
-------------------------
Sam F. Segnar


         *                      Director
-------------------------
Martin D. Walker


         *                      Director
-------------------------
Thomas B. Wheeler


         *                      Executive Vice President and
-------------------------       Chief Financial Officer
Theodore R. French              (principal financial officer)



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



                                       26
<PAGE>

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


                                       27
<PAGE>

                                  TEXTRON INC.
                          INDEX TO FINANCIAL STATEMENTS
                        AND FINANCIAL STATEMENT SCHEDULES
                                   ITEM 14(a)

                                                           2001 Annual Report to
                                                              Shareholders Page
                                                           ---------------------

Report of Independent Auditors                                       33

Consolidated Statements of Income for each of the years in           34
    the three-year period ended December 29, 2001

Consolidated Balance Sheets at December 29, 2001 and                 35
    December 30, 2000

Statements of Cash Flows for each of the years in the                36
    three-year period ended December 29, 2001

Consolidated Statements of Changes in Shareholders' Equity           38
    for each of the years in the three-year period ended
    December 29, 2001

Notes to Consolidated Financial Statements                           39

Business Segment Data                                                18

Supplementary Information (Unaudited):

     Quarterly Data for 2001 and 2000                                60


All schedules are omitted because the conditions requiring the filing thereof do
not exist or because the information required is included in the financial
statements and notes thereto.



                                       28
<PAGE>
     EXHIBITS

       2.1     Purchase Agreement dated as of August 7, 2001, as amended and
               restated as of November 30, 2001, by and among Textron Inc.,
               Collins & Aikman Corporation and Collins & Aikman Products Co.,
               including Exhibit 1 (Certificate of Designation of the Series A
               Redeemable Preferred Stock, the Series B Redeemable Preferred
               Stock and the Series C Redeemable Preferred Stock) and Exhibit 7
               (Asset Purchase Agreement dated as of August 7, 2001, as amended
               and restated November 30, 2001, by and between Textron Automotive
               Exteriors Inc. and JPS Automotive, Inc.). Incorporated by
               reference to Textron's Current Report on Form 8-K filed on
               January 4, 2002.

               NOTE: The Table of Contents of the Purchase Agreement listed as
               Exhibit 2.1 contains a list briefly identifying the contents of
               all omitted schedules and exhibits. Textron will supplementally
               furnish a copy of any omitted schedule or exhibit to the
               Commission upon request.

       3.1     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.

       3.2     By-Laws of Textron. Incorporated by reference to Exhibit 3.2 to
               Textron's Annual Report on Form 10-K for the fiscal year ended
               January 1, 2000.

       4.1     Indenture dated as of December 9, 1999, between Textron Financial
               Corporation and Sun Trust Bank, Atlanta (including form of debt
               securities). Incorporated by reference to Exhibit 4.1 to
               Amendment No. 2 to Textron Financial Corporation's Registration
               Statement on Form S-3 (No. 333-88509).

       4.2     Indenture dated as of November 30, 2001, between Textron
               Financial Canada Funding Corp. and SunTrust Bank, guaranteed by
               Textron Financial Corporation. Incorporated by reference to
               Exhibit 4.2 to Textron Financial Corporation's Registration
               Statement on Form S-3 (No. 333-88509)

       4.3     Support Agreement dated as of May 25, 1994, between Textron Inc.
               and Textron Financial Corporation. Incorporated by reference to
               Exhibit 10.1 to Textron Financial Corporation's Registration
               Statement on Form 10.

       NOTE:   Instruments defining the rights of holders of certain issues of
               long-term debt of Textron have not been filed as exhibits to this
               Report because the authorized principal amount of any one of such
               issues does not exceed 10% of the total assets of Textron and its
               subsidiaries on a consolidated basis. Textron agrees to furnish a
               copy of each such instrument to the Commission upon request.

       NOTE:   Exhibits 10.1 through 10.17 below are management contracts or
               compensatory plans, contracts or agreements.


      10.1A    Annual Incentive Compensation Plan for Textron Employees.
               Incorporated by reference to Exhibit 10.1 to Textron's Annual
               Report on Form 10-K for the fiscal year ended December 30, 1995.

      10.1B    Amendment to Annual Incentive Compensation Plan for Textron
               Employees. Incorporated by reference to Exhibit 10.1 to Textron's
               Quarterly Report on Form 10-Q for the fiscal quarter ended July
               3, 1999.

      10.2     Deferred Income Plan for Textron Key Executives.

      10.3     Special Benefits for Textron Key Executives. Incorporated by
               reference to Exhibit 10.4 to Textron's Annual Report on Form 10-K
               for the fiscal year ended December 30, 1995.

      10.4     Supplemental Benefits Plan for Textron Key Executives with Market
               Square Profit Sharing Plan Schedule. Incorporated by reference to
               Exhibit 10.4 to Textron's Annual Report on Form 10-K for the
               fiscal year ended December 30, 2000.

      10.5A    Supplemental Retirement Plan for Textron Key Executives.
               Incorporated by reference to Exhibit 10.6 to Textron's Annual
               Report on Form 10-K for the fiscal year ended December 30, 1995.

      10.5B    Amendment to Supplemental Retirement Plan for Textron Key
               Executives. Incorporated by reference to Exhibit 10.5B to
               Textron's Annual Report on Form 10-K for the fiscal year ended
               January 2, 1999.

      10.5C    Amendment to Supplemental Retirement Plan for Textron Key
               Executives. Incorporated by reference to Exhibit 10.4 to
               Textron's Quarterly Report on Form 10-Q for the fiscal quarter
               ended July 3, 1999.

      10.5D    Amendment to Supplemental Retirement Plan for Textron Key
               Executives. Incorporated by reference to Exhibit 10.5D to
               Textron's Annual Report on Form 10-K for the fiscal year ended
               January 1, 2000.

      10.6A    Survivor Benefit Plan For Textron Key Executives. Incorporated by
               reference to Exhibit 10.7 to Textron's Annual Report on Form 10-K
               for the fiscal year ended December 30, 1995.

      10.6B    Amendment to Survivor Benefit Plan for Textron Key Executives.
               Incorporated by reference to Exhibit 10.5 to Textron's Quarterly
               Report on Form 10-Q for the fiscal quarter ended July 3, 1999.

      10.7A    Textron 1990 Long-Term Incentive Plan ("1990 Plan"). Incorporated
               by reference to Exhibit 10.7 to Textron's Annual Report on Form
               10-K for the fiscal year ended December 30, 1989.

      10.7B    First Amendment to 1990 Plan. Incorporated by reference to
               Exhibit 10.7(c) to Textron's Annual Report on Form 10-K for the
               fiscal year ended December 28, 1991.

      10.7C    Second Amendment to 1990 Plan. Incorporated by reference to
               Exhibit 10.7(c) to Textron's Annual Report on Form 10-K for the
               fiscal year ended January 2, 1993.

      10.8A    Textron 1994 Long-Term Incentive Plan ("1994 Plan"). Incorporated
               by reference to Exhibit 10 to Textron's Quarterly Report on Form
               10-Q for the fiscal quarter ended July 2, 1994.

      10.8B    Amendment to 1994 Plan. Incorporated by reference to Exhibit
               10.9B to Textron's Annual Report on Form 10-K for the fiscal year
               ended January 2, 1999.

      10.8C    Amendment to 1994 Plan. Incorporated by reference to Exhibit 10.6
               to Textron's Quarterly Report on Form 10-Q for the fiscal quarter
               ended July 3, 1999.

      10.8D    Amendment to 1994 Plan. Incorporated by reference to Exhibit
               10.8D to Textron's Annual Report on Form 10-K for the fiscal year
               ended January 1, 2000.

      10.9A    Textron 1999 Long Term Incentive Plan. Incorporated by reference
               to Exhibit 10.9 to Textron's Annual Report on Form 10-K for the
               fiscal year ended January 1, 2000.

      10.9B    Amendment to 1999 Plan.

      10.10    Form of Indemnity Agreement between Textron and its directors and
               executive officers. Incorporated by reference to Exhibit A to
               Textron's Proxy Statement for its Annual Meeting of Shareholders
               on April 29, 1987.

      10.11    Deferred Income Plan for Non-Employee Directors. Incorporated by
               reference to Exhibit 10.11 to Textron's Annual Report on Form
               10-K for the fiscal year ended January 1, 2000.

      10.12    Employment Agreement between Textron and Kenneth C. Bohlen dated
               July 18, 2000. Incorporated by reference to Exhibit 10.2 to
               Textron's Quarterly Report on Form 10-Q for the fiscal quarter
               ended July 1, 2000.

      10.13    Employment Agreement between Textron and John D. Butler dated
               July 23, 1998. Incorporated by reference to Exhibit 10.2 to
               Textron's Quarterly Report on Form 10-Q for the fiscal quarter
               ended October 3, 1998.

      10.14A   Employment Agreement between Textron and Lewis B. Campbell dated
               July 23, 1998. Incorporated by reference to Exhibit 10.3 to
               Textron's Quarterly Report on Form 10-Q for the fiscal quarter
               ended October 3, 1998.

      10.14B   Retention Award granted to Lewis B. Campbell on December 14,
               1995. Incorporated by reference to Exhibit 10.16B to Textron's
               Annual Report on Form 10-K for the fiscal year ended December 30,
               1995.

      10.14C   Retention Award granted to Lewis B. Campbell on June 1, 1999.
               Incorporated by Reference to Exhibit 10.13C to Textron's Annual
               Report on Form 10-K for the fiscal year ended January 1, 2000.

      10.14D   Retention Award granted to Lewis B. Campbell on January 1, 2001,
               and revision of vesting schedule for the Retention Award granted
               on June 1, 1999. Incorporated by reference to Exhibit 10.14D to
               Textron's Annual Report on Form 10-K for the fiscal year ended
               December 30, 2000.

      10.14E   Amendments to Retention Awards granted to Lewis B. Campbell.

      10.15A   Employment Agreement between Textron and Theodore R. French dated
               December 21, 2000. Incorporated by reference to Exhibit 10.15A to
               Textron's Annual Report on Form 10-K for the fiscal year ended
               December 30, 2000.

      10.15B   Retention Award granted to Theodore R. French on January 1, 2001.
               Incorporated by reference to Exhibit 10.15B to Textron's Annual
               Report on Form 10-K for the fiscal year ended December 30, 2000.

      10.16    Employment Agreement between Textron and Mary L. Howell dated
               July 23, 1998. Incorporated by reference to Exhibit 10.5 to
               Textron's Quarterly Report on Form 10-Q for the fiscal quarter
               ended October 3, 1998.

      10.17    Employment Agreement between Textron and Terrence O'Donnell dated
               March 10, 2000. Incorporated by reference to Exhibit 10.1 to
               Textron's Quarterly Report on Form 10-Q for the fiscal quarter
               ended July 1, 2000.

      10.18    5-Year Credit Agreement dated as of April, 1998, among Textron,
               the Banks listed therein and Morgan Guaranty Trust Company of New
               York as Administrative Agent. Incorporated by reference to
               Exhibit 10.2 to Textron's Quarterly Report on Form 10-Q for the
               fiscal quarter ended April 4, 1998.

      12.1     Computation of ratio of income to combined fixed charges and
               preferred stock dividends of Textron Manufacturing.

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

      13       A portion (pages 18 through 61) of Textron's 2001 Annual Report
               to Shareholders.

      21       Certain subsidiaries of Textron. Other subsidiaries, which
               considered in the aggregate do not constitute a significant
               subsidiary, are omitted from such list.

      23       Consent of Independent Auditors.

      24.1     Power of attorney.

      24.2     Certified copy of a resolution of the Board of Directors of
               Textron.

</TEXT>
</DOCUMENT>
