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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000950135-02-001369.txt : 20020415
<SEC-HEADER>0000950135-02-001369.hdr.sgml : 20020415
ACCESSION NUMBER:		0000950135-02-001369
CONFORMED SUBMISSION TYPE:	10-K405/A
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20011229
FILED AS OF DATE:		20020315

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			TEXTRON INC
		CENTRAL INDEX KEY:			0000217346
		STANDARD INDUSTRIAL CLASSIFICATION:	AIRCRAFT & PARTS [3720]
		IRS NUMBER:				050315468
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		10-K405/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-05480
		FILM NUMBER:		02576569

	BUSINESS ADDRESS:	
		STREET 1:		40 WESTMINSTER ST
		CITY:			PROVIDENCE
		STATE:			RI
		ZIP:			02903
		BUSINESS PHONE:		4014212800

	MAIL ADDRESS:	
		STREET 1:		40 WESTMINSTER ST
		CITY:			PROVIDENCE
		STATE:			RI
		ZIP:			02903

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	AMERICAN TEXTRON INC
		DATE OF NAME CHANGE:	19710510
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K405/A
<SEQUENCE>1
<FILENAME>b42129a1e10-k405a.txt
<DESCRIPTION>TEXTRON INC.
<TEXT>
<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A

[X]  AMENDMENT N0. 1 TO 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:

<TABLE>
<CAPTION>
                                                                      Name of Each Exchange on
                    Title of Class                                        Which Registered
                    --------------                                    ------------------------
<S>                                                                   <C>
Common Stock - par value 12 1/2(cent)(140,033,068 shares              New York Stock Exchange
      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)
</TABLE>

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>


     This Amendment No. 1 to the Textron Inc.'s Annual Report on Form 10-K for
the fiscal year ended December 29, 2001 (the "Form 10-K") is being filed for the
purpose of correcting a typographical error in the version filed electronically
with the Securities and Exchange Commission. In Item 14(a) of the Form 10-K,
Exhibit 4.2 should be incorporated by reference to Exhibit 4.2 to Amendment No.
1 to Textron Financial Corporation's Registration Statement on Form S-3 (No.
333-72676) instead of to Exhibit 4.2 to Textron Financial Corporation's
Registration Statement on Form S-3 (No. 333-88509). No other changes are being
made by means of this filing.

     The registrant hereby amends Item 14 of the Form 10-K as follows:

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

     The following exhibit replaces Exhibit 4.2 in the previously filed version
of this Annual Report on Form 10-K.

     EXHIBIT
     -------

       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 Amendment No. 1 to Textron Financial Corporation's
               Registration Statement on Form S-3 (No. 333-72676).

                                   SIGNATURES

     Pursuant to the requirement of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


                                               TEXTRON INC.

                                               Registrant

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

DATE:  March 15, 2002





                                       2

</TEXT>
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