Exhibit 4



Exhibit 4.2

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 (the "Indenture"), between Textron and The Bank
of New York Trust Company, N.A. (as successor trustee to The Bank of New York),
as Trustee, as follows:

    1. Pursuant to authority delegated by Textron's Board of
    Directors on February 25, 2004 and December 8, 2004 to the Vice President
    and Treasurer of Textron and the written action of Mary F. Lovejoy, Vice
    President and Treasurer of Textron, dated March 2, 2005, Textron has created
    a series of senior debt securities of Textron, designated as the 3.875%
    Notes due March 11, 2013 (the "Notes"), to be issued under the
    Indenture, and authorized the sale of up to €300,000,000 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 March 2,
    2005, are as follows:


            (a) The title of the Notes shall be "3.875% Notes due March
            11, 2013," with an ISIN number of XS0214328493 and a common
            code of 021432849.

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

            (c) The principal of the Notes shall be payable in euro on March
            11, 2013.

            
            (d) The Notes shall bear interest at an annual rate of
            3.875% from March 11, 2005, payable annually in arrears on March 11
            of each year (the "Interest Payment Dates"), commencing
            March 11, 2006 until the principal of the Notes is paid or made
            available for payment (subject to paragraph (m) hereof). Interest on
            the Notes shall accrue from March 11, 2005. The interest so payable
            shall be paid to the persons in whose name the Notes are registered
            at the close of business on the February 15 (whether or not a
            Business Day) next preceding such March 11 (the "Regular Record
            Dates"). "Business Day" shall mean any
            day, other than a Saturday or Sunday, that (i) is neither a legal
            holiday nor a day on which banking institutions are generally
            authorized or required by law or regulation to close in the City of
            New York or London and (ii) is a day on which the TARGET System
            operates. "TARGET System" shall mean the
            Trans-European Automated Real-time Gross Settlement
            Express Transfer system.

            
            Interest shall be paid in euro. Interest on the Notes will be
            computed on the basis of an Actual/Actual (ISMA) day fraction basis.
            "Actual/Actual (ISMA)" means that interest on the Notes
            will be calculated on the basis of (i) the actual number of days in
            the period from and including the last Interest Payment Date (or the
            issue date of the Notes with respect to the first Interest Payment
            Date) to but excluding the Interest Payment Date on which the
            interest payment falls due divided by (ii) the product of (x) the
            actual number of days in the period from and including the last
            Interest Payment Date (or the issue date of the Notes with respect
            to the first Interest Payment Date) to but excluding the Interest
            Payment Date on which the interest payment falls due and (y) the
            number of Interest Payment Dates per year.

            (e) The Notes shall be issued in denominations of
            €50,000 and integral multiples of €50,000.

            (f) Payment of the principal of and premium, if any, and interest
            on the Notes shall be made (i) at the principal corporate trust
            office of the Trustee, which will be the U.S. paying agent, in the
            Borough of Manhattan, The City of New York, New York, presently
            located at 101 Barclay Street, New York, New York 10286, and (ii)
            for so long as the Notes are listed on the Irish Stock Exchange, at
            the main office of AIB/BNY Fund Management (Ireland) Limited, which
            will be the Irish paying agent in Dublin, Ireland; 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 register for the Notes.

            (g) The Notes shall be redeemable pursuant to Sections 2 and 3(b)
            of the Global Securities (as defined in the Indenture) in the form
            attached as Exhibit A. 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.

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

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

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

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

            (l) Textron shall be required to pay additional amounts on the
            Notes pursuant to Section 3(a) of the Global Securities in the form
            attached as Exhibit A, subject to redemption at
            Textron's option pursuant to Section 3(b) thereof as
            provided in paragraph (g) hereof.

            (m) 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).

            (n) The Trustee shall be the registrar, transfer agent and U.S.
            paying agent for the Notes. AIB/BNY Fund Management (Ireland)
            Limited shall be the Irish paying agent for 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 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 officers, signed
this certificate and affixed the corporate seal of Textron Inc.

Dated: March 11, 2005

	 	
      TEXTRON INC.

	 	 
	 	
                                               

	 	
      Name:   Mary F. Lovejoy

	 	
      Title:     Vice President
      and Treasurer

	 	 
	 	 
	 	
      
                                               

	 	
      Name:   Ann T. Willaman

	 	
      Title:     Assistant
      Secretary