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<SEC-DOCUMENT>0000950135-03-003999.txt : 20030725
<SEC-HEADER>0000950135-03-003999.hdr.sgml : 20030725
<ACCEPTANCE-DATETIME>20030725162702
ACCESSION NUMBER:		0000950135-03-003999
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20030725
ITEM INFORMATION:		Other events
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20030725

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:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-05480
		FILM NUMBER:		03803882

	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>8-K
<SEQUENCE>1
<FILENAME>b47307txe8vk.txt
<DESCRIPTION>TEXTRON, INC. ON FORM 8-K
<TEXT>
<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                         PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                                  July 25, 2003
                                -----------------
                                 Date of Report

                                  TEXTRON INC.
                                ----------------
             (Exact name of registrant as specified in its charter)


        Delaware                    1-5480                   05-0315468
   -------------------         -----------------          -----------------
(State or Other Jurisdiction      (Commission               (IRS Employer
    of Incorporation)             File Number)            Identification No.)


              40 Westminster Street, Providence, Rhode Island 02903
          -------------------------------------------------------------
           (Address of principal executive offices including zip code)

                                 (401) 421-2800
                -------------------------------------------------
               (Registrant's telephone number including area code)

                                       N/A
           -----------------------------------------------------------
          (Former name or former address, if changed since last report)




<PAGE>


Item 5.  Other Events.

This Current Report on Form 8-K files certain exhibits to the Registration
Statement on Form S-3 (No. 333-84599) filed by Textron Inc., Textron Capital II
and Textron Capital III with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, on August 5, 1999.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

         (c)  Exhibits:


<TABLE>
<CAPTION>

Exhibit No.              Exhibit
- -----------              -------
<S>                      <C>

1.2(a)                   Underwriting Agreement, dated July 22, 2003, between Textron Inc. and J.P. Morgan
                         Securities Inc., UBS Securities LLC, Barclays Capital Inc., Deutsche Bank Securities Inc.
                         and SG Cowen Securities Corporation, as underwriters, relating to the offer and sale of
                         $250,000,000 aggregate principal amount of Textron Inc.'s 4 1/2% Notes due August 1, 2010.

1.2(b)                   Form of Underwriting Agreement, Standard Provisions (Debt), dated September 15, 1999
                         (incorporated by reference to Exhibit 1.2(b) to Textron Inc.'s Current Report on Form 8-K
                         filed on November 19, 2001).

4.7                      Form of Note for Textron Inc.'s 4 1/2% Notes due August 1, 2010.

4.13                     Form of Officer's Certificate dated July 25, 2003 establishing Textron Inc.'s 4 1/2% Notes
                         due August 1, 2010 pursuant to the Indenture.

5.2                      Opinion of Michael D. Cahn, Senior Associate General Counsel-Securities and Assistant
                         Secretary of Textron Inc.

23.3                     Consent of Michael D. Cahn, Senior Associate General Counsel-Securities and Assistant
                         Secretary of Textron Inc. (included in Exhibit 5.2).

</TABLE>



                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                               TEXTRON INC.
                                               (Registrant)


Date:  July 25, 2003
                                               /s/  Mary F. Lovejoy
                                               -------------------------------
                                               By:  Mary F. Lovejoy
                                                    Vice President and Treasurer


                                       2
<PAGE>


                                  EXHIBIT INDEX



<TABLE>
<CAPTION>

Exhibit No.              Exhibit
- -----------              -------
<S>                      <C>

1.2(a)                   Underwriting Agreement, dated July 22, 2003, between Textron Inc. and J.P. Morgan
                         Securities Inc., UBS Securities LLC, Barclays Capital Inc., Deutsche Bank Securities Inc.
                         and SG Cowen Securities Corporation, as underwriters, relating to the offer and sale of
                         $250,000,000 aggregate principal amount of Textron Inc.'s 4 1/2% Notes due August 1, 2010.

1.2(b)                   Form of Underwriting Agreement, Standard Provisions (Debt), dated September 15, 1999
                         (incorporated by reference to Exhibit 1.2(b) to Textron Inc.'s Current Report on Form 8-K
                         filed on November 19, 2001).

4.7                      Form of Note for Textron Inc.'s 4 1/2% Notes due August 1, 2010.

4.13                     Form of Officer's Certificate dated July 25, 2003 establishing Textron Inc.'s 4 1/2% Notes
                         due August 1, 2010 pursuant to the Indenture.

5.2                      Opinion of Michael D. Cahn, Senior Associate General Counsel-Securities and Assistant
                         Secretary of Textron Inc.

23.3                     Consent of Michael D. Cahn, Senior Associate General Counsel-Securities and Assistant
                         Secretary of Textron Inc. (included in Exhibit 5.2).

</TABLE>

                                       3


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1.2(A)
<SEQUENCE>3
<FILENAME>b47307txexv1w2xay.txt
<DESCRIPTION>UNDERWRITING AGREEMENT
<TEXT>
<PAGE>

                                                                  Exhibit 1.2(a)



                             UNDERWRITING AGREEMENT





                                                        July 22, 2003

Textron Inc.
40 Westminster Street
Providence, Rhode Island 02903


Dear Sirs:


              We (the "Managers") understand that Textron Inc., a Delaware
corporation (the "Company"), proposes to issue and sell $250,000,000 aggregate
principal amount of its Notes due 2010 (the "Offered Securities"). Subject to
the terms and conditions set forth herein or incorporated by reference herein,
the Company hereby agrees to sell and the Managers agree to purchase, severally
and not jointly, the principal amounts of the Offered Securities set forth
opposite their names below at 98.485% of their principal amount, together with
accrued interest, if any, from July 25, 2003.


                                                     Principal Amount of Offered
                    Name                                     Securities
                    ----                             ---------------------------

        J.P. Morgan Securities Inc.                         $ 87,500,000
        UBS Securities LLC                                    87,500,000
        Barclays Capital Inc.                                 25,000,000
        Deutsche Bank Securities Inc.                         25,000,000
        SG Cowen Securities Corporation                       25,000,000

                                                     Total: $250,000,000



              Upon delivery of the Offered Securities, the Underwriters will
make payment therefor at the offices of Simpson Thacher & Bartlett LLP, at 10:00
A.M. (New York time) on July 25, 2003 or at such other time on July 25, 2003 as
shall be designated by the Managers.




<PAGE>


             The Offered Securities shall have the following terms:


      Maturity:                      August 1, 2010

      Interest Rate:                 4 1/2%

      Interest Payment Dates:        February 1 and August 1, commencing
                                     February 1, 2004

      Redemption Provisions:         The Company may redeem the Offered
                                     Securities at its option, in whole or in
                                     part at any time, at the redemption prices
                                     described in the Prospectus.

      Initial Price to Public:       99.110%, plus accrued interest, if any,
                                     from July 25, 2003.


              All the provisions contained in the document entitled Textron Inc.
Underwriting Agreement Standard Provisions (Debt) dated September 15, 1999 (the
"Standard Provisions"), a copy of which is attached hereto, are herein
incorporated by reference in their entirety and shall be deemed to be a part of
this Agreement to the same extent as if such provisions had been set forth in
full herein, except that (i) the definition of "Significant Subsidiaries" set
forth in paragraph (g) of Section VII and clause (b) of Exhibit A attached
thereto, is amended to add Textron Fastening Systems Inc. and delete Textron
Automotive Company Inc. and (ii) the Prospectus Supplement shall be filed with
the Securities and Exchange Commission no later than July 24, 2003.







<PAGE>


                                            Very truly yours,


                                            J.P. MORGAN SECURITIES INC.
                                            UBS SECURITIES LLC
                                            BARCLAYS CAPITAL INC.
                                            DEUTSCHE BANK SECURITIES INC.
                                            SG COWEN SECURITIES CORPORATION


                                            By: J.P. MORGAN SECURITIES INC.


                                            By: /s/ Stephen L. Sheiner
                                                --------------------------------
                                                Name: Stephen L. Sheiner
                                                Title: Vice President


                                            By: UBS SECURITIES LLC


                                            By: /s/ Chris Forshner
                                                --------------------------------
                                                Name: Chris Forshner
                                                Title: Executive Director


                                            By: /s/ Ryan Donovan
                                                --------------------------------
                                                Name: Ryan Donovan
                                                Title: Associate Director


                                            On behalf of the Managers


Accepted:

TEXTRON INC.

By: /s/ Mary F. Lovejoy
    ----------------------------------------
    Name: Mary F. Lovejoy
    Title: Vice President and Treasurer




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.7
<SEQUENCE>4
<FILENAME>b47307txexv4w7.txt
<DESCRIPTION>FORM OF 41/2% NOTES
<TEXT>
<PAGE>

                                                                     Exhibit 4.7


                                  TEXTRON INC.
                         4 1/2% NOTE DUE AUGUST 1, 2010



                               (FACE OF SECURITY)


       This Security is a Global Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of a Depositary or a
nominee of a Depositary. This Global Security is exchangeable for securities
registered in the name of a Person other than the Depositary or its nominee only
in the limited circumstances described in the Indenture and no transfer of this
Security (other than a transfer of this Security as a whole by the Depositary to
a nominee of the Depositary or by a nominee of the Depository to the Depository
or another nominee of the Depository) may be registered except in such limited
circumstances. Every Security delivered upon registration of transfer of, in
exchange for, or in lieu of, this Global Security shall be a Global Security
subject to the foregoing, except in the limited circumstances described above.

       Unless this Certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation, to the Issuer or its agent
for registration of transfer, exchange or payment and any certificate issued is
registered in the name of Cede & Co. or such other name as is requested by an
authorized representative of The Depository Trust Company (and any payment is to
be made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

                      EXCEPT AS OTHERWISE PROVIDED HEREIN,
              THIS GLOBAL SECURITY MAY BE TRANSFERRED, IN WHOLE BUT
             NOT IN PART, ONLY TO ANOTHER NOMINEE OF THE DEPOSITORY
                  OR TO A SUCCESSOR DEPOSITORY OR TO A NOMINEE
                          OF SUCH SUCCESSOR DEPOSITORY

NO.                             CUSIP: 883203BJ9                $_______________


                                  TEXTRON INC.
                         4 1/2% NOTE DUE AUGUST 1, 2010


       TEXTRON INC., a corporation duly organized and existing under the laws of
the State of Delaware (herein called "Textron," which term includes any
successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay Cede & Co., as nominee for the Depository, or
registered assigns, the principal sum of _____________ dollars ($____________)
on August 1, 2010, and to pay interest thereon, accruing from July 25, 2003 or
the most recent date in respect of which interest has been paid or duly provided
for at the rate of 4 1/2% per annum until the principal hereof is paid or duly
provided for, semiannually in arrears on February 1 and August 1 in each year
(each an "Interest Payment Date") commencing February 1, 2004; provided,
however, that if an Interest Payment Date should fall on a day that is not a
Business Day, such Interest Payment


<PAGE>

Date shall be the following day that is a Business Day. The interest so payable
and punctually paid or duly provided for on any Interest Payment Date will, as
provided in the Indenture, be paid to the Person in whose name this Global
Security (or one or more Predecessor Securities (as defined in the Indenture))
is registered at the close of business on January 15 or July 15 (whether or not
a Business Day) next preceding such Interest Payment Date (a "Regular Record
Date") and interest payable at maturity will be payable to the Person to whom
principal shall be payable. Any such interest which is payable, but is not
punctually paid or duly provided for on any Interest Payment Date shall
forthwith cease to be payable to the Holder hereof on the relevant Regular
Record Date or the Person in whose name this Global Security was originally
registered, as the case may be, and may be paid to the Person in whose name this
Global Security (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such defaulted
interest to be fixed by Textron or may be paid at any time in any other lawful
manner.

       As used herein, the term "Depository" shall mean The Depository Trust
Company, New York, New York, another clearing agency or any successor registered
under the Securities Exchange Act of 1934, as amended, or other applicable
statute or regulation, which in each case, shall be designated by Textron
pursuant to the Indenture.

       Payment of the principal and premium and interest on this Global Security
will be made at the principal corporate office or agency of the Trustee in the
Borough of Manhattan, The City of New York, New York in such coin or currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts; provided that, at the option of Textron,
payment of interest may be made by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register.

       Unless the certificate of authentication hereon has been executed by the
Trustee, directly or through an Authenticating Agent by manual signature of an
authorized officer, this Security shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.


                           [Signature Page to Follow]



<PAGE>

       IN WITNESS WHEREOF, Textron Inc. has caused this instrument to be duly
executed under its corporate seal.


  Dated: July __, 2003                    TEXTRON, INC.

                                          By:
                                              ----------------------------------
                                              Vice President and Treasurer


                                          By:
                                              ----------------------------------
                                              Assistant Secretary















                        Signature Page to Global Security





<PAGE>


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION


       This is a Global Security of the series designated therein referred to in
the within-mentioned Indenture.


THE BANK OF NEW YORK,
As Trustee


By:
    --------------------------------
    Authorized Signatory

Dated: July __, 2003



<PAGE>


                              (REVERSE OF SECURITY)

                                  TEXTRON INC.
                         4 1/2% NOTE DUE AUGUST 1, 2010


              This Security is a Global Security evidencing a security of the
duly authorized series of securities of Textron designated as its 4 1/2% Notes
due August 1, 2010 (the securities of such series are herein called the
"Securities"), issued under an Indenture, dated as of September 10, 1999 (herein
called the "Indenture"), between Textron and The Bank of New York, as trustee
(herein called the "Trustee", which term includes any successor trustee under
the Indenture). The terms of this Security include those stated in, or made
pursuant to, the Indenture. The Securities are subject to all such terms, and
reference is made to the Indenture, all indentures supplemental thereto and all
written instruments of Textron establishing such terms for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
Textron, the Trustee and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and delivered.

              This Global Security is not subject to a mandatory or optional
sinking fund requirement.

              The Securities shall be redeemable, at the option of Textron, in
whole or in part on any date prior to Maturity (the "Redemption Date") at the
Redemption Price (as defined herein), plus accrued and unpaid interest on such
Securities up to, but not including, the Redemption Date. For all purposes
hereof:

       "Adjusted Treasury Rate" means, with respect to the redemption of
       Securities on a Redemption Date, the annual rate equal to the semi-annual
       equivalent yield to maturity of the Comparable Treasury Issue, assuming a
       price for the Comparable Treasury Issue (expressed as a percentage of its
       principal amount) equal to the Comparable Treasury Price for such
       Redemption Date.

       "Comparable Treasury Issue" means, with respect to the redemption of
       Securities on a Redemption Date, the United States Treasury security
       selected by the Quotation Agent as having a maturity comparable to the
       remaining term of the Securities to be redeemed that would be used, at
       the time of selection and in accordance with customary financial
       practice, in pricing new issues of corporate debt securities of
       comparable maturity to the remaining term of such Securities.

       "Comparable Treasury Price" means, with respect to the redemption of
       Securities on a Redemption Date:

              (a)    the average of the Reference Treasury Dealer Quotations for
       such redemption date, after excluding the highest and lowest such
       Reference Treasury Dealer Quotations or

              (b)    if the Trustee obtains fewer than three such Reference
       Treasury Dealer Quotations, the average of all such Reference Treasury
       Dealer Quotations.

<PAGE>

       "Primary Treasury Dealer" means a primary U.S. Government securities
       dealer in New York City.

       "Quotation Agent" means the Reference Treasury Dealer appointed by
       Textron.

       "Redemption Price" means the greater of: (a) 100% of the principal amount
       of Securities to be redeemed and (b) as determined by the Quotation
       Agent, the sum of the present values of the remaining scheduled payments
       of principal on such Securities and interest on such Securities that
       would be due after the Redemption Date but for such redemption (not
       including any portion of such interest payments accrued as of the
       Redemption Date) discounted to the Redemption Date on a semi-annual basis
       (assuming a 360-day year consisting of twelve 30-day months) at the
       Adjusted Treasury Rate plus 20 basis points.

       "Reference Treasury Dealer" means each of (a) J.P. Morgan Securities
       Inc., UBS Securities LLC and their successors; provided, however, that if
       any of the foregoing ceases to be a Primary Treasury Dealer, Textron
       shall substitute another Primary Treasury Dealer and (b) any other
       Primary Treasury Dealers selected by Textron.

       "Reference Treasury Dealer Quotations" means, with respect to each
       Reference Treasury Dealer and the redemption of Securities on a
       Redemption Date, the average, as determined by Textron, of the bid and
       asked prices for the Comparable Treasury Issue (expressed in each case as
       a percentage of its principal amount) which such Reference Treasury
       Dealer quotes in writing to the Trustee at 5:00 p.m., New York City time,
       on the third business day before such Redemption Date.

              The notice of redemption of the Securities may summarize the
method by which the Redemption Price will be determined rather than state the
actual dollar amount.

              If an Event of Default with respect to Securities of this series
shall occur and be continuing, the principal of the Securities of this series
may be declared due and payable in the manner and with the effect provided in
the Indenture.

              The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of Textron and the rights of the Holders of the Securities of each
series to be affected under the Indenture at any time by Textron and the Trustee
with the consent of the Holders of a majority in principal amount of the
Securities at the time Outstanding of each series to be affected. The Indenture
also contains provisions permitting the Holders of a majority in principal
amount of the Securities of each series at the time Outstanding, on behalf of
the Holders of all Securities of such series, to waive compliance by Textron
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Global Security shall be conclusive and binding upon such Holder and upon
all future Holders of this Global Security and of any Security issued upon the
registration of transfer hereof or in exchange hereof or in lieu



<PAGE>

hereof, whether or not notation of such consent or waiver is made upon this
Global Security.

              Without the consent of the Holder of any Securities, Textron and
the Trustee may enter into one or more indentures supplemental to the Indenture
to evidence the succession of another corporation to Textron and the assumption
by such successor of the covenants of Textron in the Indenture or this Global
Security, to add to the covenants of Textron for the benefit of the Holders of
all or any series of Securities, to add additional Events of Default, to cure
any ambiguity, to correct any defect or inconsistency or to make any other
provisions with respect to matters or questions arising under the Indenture
which shall not adversely affect the interests of the Holders of Securities of
any series in any material respect or for the other purposes set forth in the
Indenture.

              As provided in the Indenture and subject to certain limitations
therein set forth and herein provided, the transfer of this Global Security is
registrable in the Security Register, upon surrender of this Global Security for
registration of transfer at the office or agency of Textron in any place where
the principal of, premium, if any, and interest on this Global Security are
payable, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to Textron and the Security Registrar duly executed by the
Holder hereof or his attorney duly authorized in writing, and thereupon a new
Global Security evidencing the Securities evidenced hereby, or like tenor and
for the same aggregate principal amount, will be issued to the designated
transfer or transferees; provided, however, that for so long as any Securities
are evidenced by this Global Security, this Global Security may be transferred
in whole but not in part, only to another nominee of the Depository or to a
successor Depository selected or approved by Textron or to a nominee of such
successor Depository.

              There is no limit on the aggregate principal amount of Securities
of this series that may be issued by Textron. Without notice to or consent of
any Holder of any Securities of this series, Textron may, from time to time and
at any time, issue and sell additional Securities of this series with the same
title and terms as this Security, except for the payment of interest accruing
prior to the issue date of such additional Securities or except for the first
payment of interest following the issue date of such additional Securities.

              The Securities of this series are issuable only in denominations
of $1,000 or any amount in excess thereof which is an integral multiple of
$1,000 unless otherwise specified above. As provided in the Indenture and
subject to certain limitations therein set forth, Securities of this series are
exchangeable for a like aggregate principal amount of Securities of this series
of a different authorized denomination, as requested by the Holder surrendering
the same.

              No service charge shall be made for any such registration of
transfer or exchange of Securities, but Textron may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.

<PAGE>


              Prior to due presentment of this Global Security for registration
of transfer, Textron, the Trustee and any agent of Textron or the Trustee may
treat the Person in whose name this Global Security is registered as the owner
hereof for all purposes, whether or not this Global Security is overdue, and
neither Textron, the Trustee nor any such agent shall be affected by notice to
the contrary.

              If at any time the Depository notifies Textron that it is
unwilling or unable to continue as Depository for the Securities evidenced
hereby or if at any time the Depository shall no longer be registered or in good
standing under the Securities Exchange Act of 1934, as amended, or other
applicable statute or regulation and a successor Depository is not appointed by
Textron within 90 days after Textron receives such notice or becomes aware of
such condition, as the case may be, Textron will execute, and the Trustee will
authenticate and deliver, Securities in definitive registered form without
coupons, in denomination of $1,000 or any amount in excess thereof which is an
integral multiple of $1,000 (such denominations referred to herein as
"authorized denominations"), of like tenor and in an aggregate principal amount
equal to the principal amount of this Global Security in exchange for this
Global Security. In addition, Textron may at any time determine that the
Securities evidenced hereby shall no longer be represented by a Global Security.
In such event Textron will execute, and the Trustee, upon receipt of an
Officers' Certificate evidencing such determination by Textron, will
authenticate and deliver Securities in definitive registered form without
coupons, in authorized denominations, and of like tenor and in an aggregate
principal amount equal to the principal amount of this Global Security in
exchange for this Global Security. Upon the exchange of this Global Security for
such Securities in definitive registered form, without coupons, in authorized
denominations, this Global Security shall be cancelled by the Trustee.
Securities in definitive registered form issued in exchange for this Global
Security shall be registered in such names and in such authorized denominations
as the Depository, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee. The Trustee shall deliver
such Securities to the Persons in whose names such Securities are so registered.

              All terms used in this Global Security that are defined in the
Indenture and not herein otherwise defined shall have the meanings assigned to
them in the Indenture.



<PAGE>


FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto



__________________________________
(Please insert social security,
tax identification number or other
identifying number of assignee)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

(Please print or type name and address, including postal zip code of assignee)

the within Global Security and all rights thereunder, hereby irrevocably

constituting and appointing ____________________________________________________

attorney to transfer said Global Security on the books of Textron, with full

power of substitution in the premises.

Dated:__________________________________________________________________________

Signature:______________________________________________________________________

Signature guarantee:____________________________________________________________


              NOTE: The signature to this assignment must correspond exactly
with the name as written upon the face of the within Global Security in every
particular without alteration or enlargement or any change whatsoever and must
be guaranteed by a commercial bank or trust company having its principal office
or correspondent in The City of New York or by a member of the New York Stock
Exchange.



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.13
<SEQUENCE>5
<FILENAME>b47307txexv4w13.txt
<DESCRIPTION>FORM OF OFFICER'S CERTIFICATE
<TEXT>
<PAGE>

                                                                    Exhibit 4.13


                                  TEXTRON INC.

                              OFFICERS' CERTIFICATE
                    Pursuant to Section 3.1 of the Indenture


              Textron Inc., a Delaware corporation ("Textron"), hereby
certifies, through its Vice President and Treasurer, Mary F. Lovejoy, and its
Assistant Secretary, Ann T. Willaman, pursuant to Section 3.1 of the Indenture
dated as of September 10, 1999, between Textron and The Bank of New York, as
Trustee (the "Indenture"), as follows:

1.     Pursuant to authority granted by Textron's Board of Directors to the
       Finance Committee of the Board of Directors on May 26, 1999, the
       delegation of such authority by unanimous written consent of the Finance
       Committee of the Board of Directors on July 1, 1999 to the Vice President
       and Treasurer of Textron and the written action of Mary F. Lovejoy, Vice
       President and Treasurer of Textron, dated July 22, 2003, Textron has
       created a series of senior debt securities of Textron, designated as the
       4 1/2% Notes due August 1, 2010 (the "Notes"), to be issued under the
       Indenture, and authorized the sale of up to $250,000,000 aggregate
       principal amount of the Notes.

2.     The terms of the Notes as authorized and determined by written action of
       Mary F. Lovejoy, Vice President and Treasurer of Textron, dated July 22,
       2003, are as follows:

              (a)    The title of the Notes shall be 4 1/2% Notes due August 1,
                     2010.

              (b)    The Notes shall be issued under the Indenture.

              (c)    The principal of the Notes shall be payable on August 1,
                     2010 ("Maturity") in United States dollars.

              (d)    Subject to the paragraph (n) hereof, the Notes shall bear
                     interest at an annual rate of 4 1/2% from July 25, 2003,
                     payable semiannually in arrears on February 1 and August 1
                     of each year (the "Interest Payment Dates"), commencing
                     February 1, 2004 until the principal of the Notes is paid
                     or made available for payment. Interest on the Notes shall
                     accrue from July 25, 2003. The interest so payable shall be
                     paid to the persons in whose name the Notes are registered
                     at the close of business on January 15 or July 15 (whether
                     or not a business day) next preceding such February 1 or
                     August 1, respectively (the "Regular Record Dates").
                     Interest shall be paid in United States dollars.

              (e)    The Notes shall be issued in denominations of $1,000 and
                     integral multiples of $1,000 in United States dollars.

              (f)    Payment of the principal of and premium, if any, and
                     interest on the Notes shall be made at the principal
                     corporate trust office of the Trustee in the Borough of
                     Manhattan, The City of New York, New York, presently
                     located at 101 Barclay St., New York, New York 10286;
                     provided that, at


<PAGE>

                     the option of Textron, payment of interest may be made by
                     check mailed to the address of the person entitled thereto
                     as such address shall appear in the register for the Notes.

              (g)    The Notes shall be redeemable, at the option of Textron, in
                     whole or in part on any date prior to Maturity (the
                     "Redemption Date") at the Redemption Price (as defined
                     herein), plus accrued and unpaid interest on such Notes up
                     to, but not including, the Redemption Date. For all
                     purposes hereof:

                     "Adjusted Treasury Rate" means, with respect to the
                     redemption of Notes on a Redemption Date, the annual rate
                     equal to the semi-annual equivalent yield to maturity of
                     the Comparable Treasury Issue, assuming a price for the
                     Comparable Treasury Issue (expressed as a percentage of its
                     principal amount) equal to the Comparable Treasury Price
                     for such Redemption Date.

                     "Comparable Treasury Issue" means, with respect to the
                     redemption of Notes on a Redemption Date, the United States
                     Treasury security selected by the Quotation Agent as having
                     a maturity comparable to the remaining term of the Notes to
                     be redeemed that would be used, at the time of selection
                     and in accordance with customary financial practice, in
                     pricing new issues of corporate debt securities of
                     comparable maturity to the remaining term of such Notes.

                     "Comparable Treasury Price" means, with respect to the
                     redemption of Notes on a Redemption Date:

                            (a)    the average of the Reference Treasury Dealer
                                   Quotations for such redemption date, after
                                   excluding the highest and lowest such
                                   Reference Treasury Dealer Quotations or

                            (b)    if the Trustee obtains fewer than three such
                                   Reference Treasury Dealer Quotations, the
                                   average of all such Reference Treasury Dealer
                                   Quotations.

                     "Primary Treasury Dealer" means a primary U.S. Government
                     securities dealer in New York City.

                     "Quotation Agent" means the Reference Treasury Dealer
                     appointed by Textron as quotation agent.

                     "Redemption Price" means the greater of: (a) 100% of the
                     principal amount of Notes to be redeemed and (b) as
                     determined by the Quotation Agent, the sum of the present
                     values of the remaining scheduled payments of principal of
                     such Notes and interest on such Notes that would be due
                     after the Redemption Date but for such redemption (not
                     including any portion of such interest payments accrued as
                     of the Redemption Date)


<PAGE>

                     discounted to the Redemption Date on a semi-annual basis
                     (assuming a 360-day year consisting of twelve 30-day
                     months) at the Adjusted Treasury Rate plus 20 basis points.

                     "Reference Treasury Dealer" means each of (a) J.P. Morgan
                     Securities Inc., UBS Securities LLC and their successors;
                     provided, however, that if any of the foregoing ceases to
                     be a Primary Treasury Dealer, Textron shall substitute
                     another Primary Treasury Dealer and (b) any other Primary
                     Treasury Dealers selected by Textron.

                     "Reference Treasury Dealer Quotations" means, with respect
                     to each Reference Treasury Dealer and the redemption of
                     Notes on a Redemption Date, the average, as determined by
                     Textron, of the bid and asked prices for the Comparable
                     Treasury Issue (expressed in each case as a percentage of
                     its principal amount) which such Reference Treasury Dealer
                     quotes in writing to the Trustee at 5:00 p.m., New York
                     City time, on the third business day before such Redemption
                     Date.

              (h)    The notice of redemption of the Notes may summarize the
                     method by which the Redemption Price will be determined
                     rather than state the actual dollar amount.

              (i)    The Notes shall not be subject to any optional or mandatory
                     sinking fund.

              (j)    The Notes shall be issued only in registered form without
                     coupons.

              (k)    The Notes shall be issuable in definitive form as
                     prescribed by the Indenture.

              (l)    The Notes shall be represented by one or more Global
                     Securities (as defined in the Indenture) in the form
                     attached as Exhibit A.

              (m)    Textron will not pay additional amounts on the Notes held
                     by a Person (as defined in the Indenture) who is not a
                     United States Person in respect of any tax, assessment or
                     governmental charge withheld or deducted.

              (n)    Without notice to or consent of any holder of Notes,
                     Textron may, from time to time and at any time, issue and
                     sell additional Notes of the same series and with the same
                     terms and conditions as set forth above (or the same terms
                     and conditions except for the payment of interest accruing
                     prior to the issue date of the additional Notes or except
                     for the first payment of interest following the issue date
                     of the additional Notes).

              (o)    The Trustee shall be the registrar and transfer agent for
                     the Notes and the paying agent of Textron for the payment
                     of principal of and interest on the Notes; the Trustee
                     shall select an Authenticating Agent (as defined in the
                     Indenture); and the register for the Notes shall be kept,
                     and notices and demands to or upon Textron in respect of
                     the Notes and the Indenture may


<PAGE>

                     be served, at the principal corporate trust office of the
                     Trustee in the Borough of Manhattan, The City of New York,
                     New York.

              Terms capitalized herein and not otherwise defined shall have the
meanings assigned to them in the Indenture.

              IN WITNESS WHEREOF, Textron Inc., through the undersigned officer,
signed this certificate and affixed the corporate seal of Textron Inc.


Dated:  July 25, 2003


                                            TEXTRON INC.

                                            /s/ Mary F. Lovejoy
                                            ------------------------------------
                                            Name: Mary F. Lovejoy
                                            Title: Vice President and Treasurer


                                            /s/ Ann T. Willaman
                                            ------------------------------------
                                            Name: Ann T. Willaman
                                            Title: Assistant Secretary


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.2
<SEQUENCE>6
<FILENAME>b47307txexv5w2.txt
<DESCRIPTION>OPINION OF MICHAEL D. CAHN
<TEXT>
<PAGE>


                                                                     EXHIBIT 5.2


                                  TEXTRON INC.
                              40 Westminster Street
                         Providence, Rhode Island 02903


                                                           July 25, 2003


Textron Inc.
40 Westminster Street
Providence, Rhode Island  02903

      Re: Textron Inc. Offering of $250,000,000 4 1/2% Notes due August 1, 2010;
          Registration Statement on Form S-3 (Registration No. 333-84599)
          ----------------------------------------------------------------------

Ladies and Gentlemen:

     I am Senior Associate General Counsel-Securities and Assistant Secretary of
Textron Inc., a Delaware corporation ("Textron"). I have acted as counsel to
Textron in connection with the public offering of $250,000,000 aggregate
principal amount of Textron's 4 1/2% Notes due August 1, 2010 (the "Notes")
pursuant to a Registration Statement on Form S-3 (No. 333-84599) filed by
Textron, Textron Capital II and Textron Capital III (together with Textron
Capital II, the "Textron Trusts") with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Securities
Act"), on August 5, 1999 (the "Registration Statement"). The Registration
Statement relates to the offering and sale from time to time, pursuant to Rule
415 under the Securities Act, of up to an aggregate offering price of
$2,000,000,000 of unsecured senior debt securities, unsecured subordinated debt
securities, unsecured junior subordinated debt securities, common stock and
preferred stock of Textron, preferred securities of each of the Textron Trusts
and guarantees by Textron for the benefit of the holders of such preferred
securities of the Textron Trusts. The Notes will be issued in the form of one or
more Global Notes (collectively, the "Global Note").

     The Notes are being offered pursuant to a prospectus supplement dated July
22, 2003 filed with the Commission pursuant to Rule 424(b)(5) under the
Securities Act on July 24, 2003 (the "Prospectus Supplement"), which supplements
Textron's prospectus dated August 11, 1999 (the "Prospectus"). The Notes are to
be issued under the Indenture, dated as of September 10, 1999, between Textron
and The Bank of New York, as trustee (the "Indenture").

     This opinion is being furnished in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Securities Act.

     In connection with this opinion, I have examined originals or copies,
certified or otherwise identified to my satisfaction, of: (i) the Restated
Certificate of Incorporation of Textron, as currently in effect; (ii) the
By-Laws of Textron, as currently in effect; (iii) the Registration Statement as
filed with the Commission; (iv) the Prospectus and the Prospectus Supplement as
filed with the Commission; (v) the form of the Notes; (vi) an executed copy of
the Indenture; (vii) an executed copy of the Underwriting Agreement, dated as of
July 22, 2003, between Textron and J.P. Morgan Securities Inc., UBS Securities
LLC, Barclays Capital Inc., Deutsche Bank Securities Inc. and SG Cowen
Securities Corporation; (viii) the Statement of Eligibility and Qualification
under the Trust Indenture Act of 1939, as amended, on

<PAGE>

Form T-1 of The Bank of New York, as trustee under the Indenture with respect to
the Notes; (ix) pertinent resolutions of Textron's Board of Directors and
committees thereof; and (x) written actions of delegates of such committees. I
have also examined originals or copies, certified or otherwise identified to my
satisfaction, of such records of Textron and such agreements, certificates of
public officials, certificates of officers or other representatives of Textron
and others, and such other documents, certificates and records as I have deemed
necessary or appropriate as a basis for the opinions set forth herein.

     In my examination, I have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to me as originals, the conformity to original documents of all
documents submitted to me as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. In making my examination
of documents executed or to be executed by parties other than Textron, I have
assumed that such parties had or will have the power, corporate or other, to
enter into and perform all obligations thereunder and have also assumed the due
authorization by all requisite action, corporate or other, and execution and
delivery by such parties of such documents and the validity and binding effect
thereof on such parties. In addition, I have assumed that the Notes, when
executed, will be executed in substantially the form reviewed by me. As to any
facts material to the opinions expressed herein which I have not independently
established or verified, I have relied upon oral or written statements and
representations of officers and other representatives of Textron and others.

     I am admitted to the bar in the States of New York and Rhode Island, and I
express no opinion as to the laws of any jurisdiction other than such States and
the General Corporation Law of the State of Delaware (including the applicable
provisions of the Delaware Constitution and the reported judicial
interpretations interpreting these laws). I am not admitted to the practice of
law in the State of Delaware.

     Based upon and subject to the foregoing and the other qualifications set
forth herein, it is my opinion that when the Global Note (in the form examined
by me) has been duly executed and authenticated in accordance with the terms of
the Indenture and in the manner contemplated in the Prospectus Supplement and
has been delivered in accordance with the Underwriting Agreement against payment
of the agreed-upon consideration therefor set forth therein, the Notes will
constitute valid and binding obligations of Textron, entitled to the benefits of
the Indenture and enforceable against Textron in accordance with their terms,
except to the extent that enforcement thereof may be limited by (a) bankruptcy,
insolvency, reorganization, moratorium or other similar laws now or hereafter in
effect relating to creditors' rights generally and (b) general principles of
equity (regardless of whether enforceability is considered in a proceeding at
law or in equity).

     I hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement. I also consent to the references to me
under the captions "Legal Opinions" in the Registration Statement and "Legal
Matters" in the Prospectus Supplement. In giving such consent, I do not thereby
admit that I am included in the category of persons whose consent is required
under Section 7 of the Securities Act or the rules and regulations of the
Commission thereunder.

                                    Very truly yours,


                                    /s/ Michael D. Cahn
                                    --------------------------------------------
                                            Senior Associate General
                                        Counsel-Securities and Assistant
                                                    Secretary


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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