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Textron to Tender for Securities

7 January 1999

Textron to Tender for Securities


    PROVIDENCE, R.I.--Jan. 7, 1999--Textron Inc. today announced that it is offering to purchase for cash any and all of its outstanding debt securities set forth in the table below. The tender offer is made upon the terms and subject to the conditions set forth in the Company's Offer to Purchase dated January 7, 1999. The tender offer will expire at 5:00 p.m. EST on Tuesday, January 19, 1999, unless extended or earlier terminated. Morgan Stanley Dean Witter is acting as the exclusive Dealer Manager for the tender offer.
    Under the terms of the tender offer, the total payment for each $1,000 principal amount of the securities will be determined by reference to a fixed spread over the yield to maturity of the applicable United States Treasury reference security whose maturity approximates the maturity date or the earliest redemption date of such series of securities at the time of acceptance of the tender offer based on the bid-side price of such reference security, plus any accrued interest payable up to but excluding the settlement date. The settlement date for any security being sold pursuant to the tender offer will be the third New York Stock Exchange trading day following the date on which the holder thereof accepts the offer with respect to such security. Payment for tendered securities will be made in immediately available same day funds on the settlement date.
    All sales pursuant to the offer will settle through normal procedures for secondary sales of securities of this nature. In the case of securities held in certificate form, this will include delivery of the certificates representing such securities in proper form for transfer to Bank of New York, 1 Wall Street, 3rd Floor, Dealer Clearance Department, Window b, A/C Morgan Stanley, by 1:00 p.m. EST, on the applicable settlement date. Questions regarding such delivery of certificates should be directed to Bob Vazquey of Bank of New York at (212) 635-7081 or Ken Rathjen of Morgan Stanley at (212) 761-1324.

                                                               Fixed                  
   Amount                  Security Description                Spread    
 -----------         ----------------------------------        ------- 
$200,000,000         6.625% Notes due November 15, 2007         0.65%  
$200,000,000     8.75% Debentures due July 1, 2022(a)(a)        0.45%  
$  3,000,000         9.35% Notes due October 26, 1999           0.25%  
$  1,500,000         9.40% Notes due November 1, 1999           0.25%  
$  2,000,000         9.45% Notes due November 15,1999           0.25%  
$  2,000,000         9.40% Notes due November 15, 1999          0.25%  
$  2,000,000         9.47% Notes due November 16, 1999          0.25%  
$ 10,000,000         7.39% Notes due December 22, 1999          0.25%  
$  5,000,000         9.55% Notes due December 30, 1999          0.25%  
$  5,000,000         9.52% Notes due December 30, 1999          0.25%  
$ 10,500,000         9.80% Notes due January 10, 2000           0.25%  
$  6,000,000         9.80% Notes due January 11, 2000           0.25%  
$  6,085,000         9.77% Notes due January 19, 2000           0.25%  
$  5,000,000        10.01% Notes due February 1, 2000           0.25%  
$  1,000,000        10.05% Notes due February 1, 2000           0.25%  
$  3,000,000         9.95% Notes due February 1, 2000           0.25%  
$ 25,000,000         9.60% Notes due March 15, 2001             0.30%  
$ 41,000,000         9.55% Notes due March 19, 2001             0.30%  
$ 15,000,000         9.60% Notes due March 19, 2001             0.30%  
$ 12,500,000         9.45% Notes due April 10, 2001             0.30%  
$ 15,000,000         9.375% Notes due April 12, 2001            0.30%  
$ 15,000,000         9.35% Notes due April 17, 2001             0.30%  
$  7,000,000        10.10% Notes due January 29, 2010           0.75%  
$  3,000,000         9.98% Notes due February 16, 2010          0.75%  
$ 28,000,000         9.86% Notes due March 31, 2011             0.80%  
$  1,000,000         9.80% Notes due April 8, 2011              0.80%  
$  5,000,000         9.80% Notes due April 15, 2011             0.80%  
$  5,000,000         9.90% Notes due January 12, 2020           0.90%
                 
--(a) Not applicable, Securities held in physical form.                                                                        

--(a)(a) Redeemable at a price of $1,040.70 per $1,000 principal
amount of such Security on July 1, 2002, the earliest redemption date
for such Security.



    This news release is neither an offer to purchase nor a solicitation of an offer to sell securities. The offer is only made by the Offer to Purchase. Questions concerning the terms of the tender offer may be directed to Morgan Stanley Dean Witter, the Dealer Manager, at (800) 764-1808. Questions concerning the procedures for tendering securities may also be directed to D.F. King & Co., Inc., the Information Agent, at (800) 659-6590. Bankers and brokers should call collect at (212) 269-5550. Requests for copies of the Offer to Purchase and related materials should be directed to the Information Agent.
    Textron Inc. is a $10 billion, global, multi-industry company with market-leading operations in Aircraft, Automotive, Industrial and Finance.