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                                                                    EXHIBIT 31.2

                         TEXTRON FINANCIAL CORPORATION

                    CERTIFICATION OF CHIEF FINANCIAL OFFICER
                           PURSUANT TO RULE 13A-14(A)

I, Thomas J. Cullen, Executive Vice President and Chief Financial Officer of
Textron Financial Corporation (the "Company") certify that:

          1. I have reviewed this annual report on Form 10-K of Textron
     Financial Corporation;

          2. Based on my knowledge, this annual report does not contain any
     untrue statement of a material fact or omit to state a material fact
     necessary to make the statements made, in light of the circumstances under
     which such statements were made, not misleading with respect to the period
     covered by this annual report;

          3. Based on my knowledge, the financial statements, and other
     financial information included in this annual report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     annual report;

          4. The registrant's other certifying officers and I are responsible
     for establishing and maintaining disclosure controls and procedures (as
     defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
     and have:

             a) designed such disclosure controls and procedures, or caused such
        disclosure controls and procedures to be designed under our supervision,
        to ensure that material information relating to the registrant,
        including its consolidated subsidiaries, is made known to us by others
        within those entities, particularly during the period in which this
        annual report is being prepared;

             b) evaluated the effectiveness of the registrant's disclosure
        controls and procedures and presented in this annual report our
        conclusions about the effectiveness of the disclosure controls and
        procedures, as of the end of the period covered by this annual report
        based on such evaluation; and

             c) disclosed in this report any change in the registrant's internal
        control over financial reporting that occurred during the registrant's
        most recent fiscal quarter that has materially affected, or is
        reasonably likely to materially affect, the registrant's internal
        control over financial reporting; and

          5. The registrant's other certifying officer(s) and I have disclosed,
     based on our most recent evaluation of internal control over financial
     reporting, to the registrant's auditors and the audit committee of
     registrant's board of directors (or persons performing the equivalent
     function):

             a) all significant deficiencies and material weaknesses in the
        design or operation of internal control over financial reporting which
        are reasonably likely to adversely affect the registrant's ability to
        record, process, summarize and report financial information; and

             b) any fraud, whether or not material, that involves management or
        other employees who have a significant role in the registrant's internal
        control over financial reporting.

                                          /s/ THOMAS J. CULLEN
                                          --------------------------------------
                                          Thomas J. Cullen
                                          Executive Vice President and
                                          Chief Financial Officer

Date: February 26, 2004