UNITED STATES
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

Date of Report (Date of earliest event reported): ~~October~~ November 912, 2009

TEXTRON FINANCIAL CORPORATION

(Exact name of Registrant as specified in its charter)

Delaware	001-15515	05-6008768
(State of	(Commission File Number)	(IRS Employer
Incorporation)		Identification Number)


Delaware (State or other jurisdiction of incorporation)		001-15515 (Commission File Number)		05-6008768 (IRS Employer Identification Number)

40 Westminster Street, P.O. Box 6687, Providence, Rhode Island ~~02903~~ (Address of principal executive offices) 02940-6687 (Zip Code)

Registrant’s telephone number, including area code: (401) ~~421~~ 621-4200

~~Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions~~ N/A~~.2. below):~~

~~o Written communications pursuant to Rule 425 under the Securities Act~~ (17Former ~~CFR~~name ~~230.425)~~or oformer ~~Soliciting~~address, ~~material~~if ~~pursuant~~changed tosince ~~Rule~~last ~~14a-12 under the Exchange Act (17 CFR 240.14a-12~~report) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c)) under the Exchange Act (17 CFR 240.13e-4(c))

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

On ~~October~~November 912, 2009, ~~the Limited Tender Offers (as defined below) made by~~ Textron ~~Inc.,~~Financial ~~a Delaware~~Corporation ~~corporation~~ (“Textron Financial”), ~~and~~made ~~Textron Financial Corporation,~~ a ~~Delaware corporation and~~capital ~~wholly-owned~~contribution ~~subsidiary~~to ofits affiliate, Textron ~~(“TFC”~~Financial ~~and~~Floorplan ~~together~~Master ~~with~~Note ~~Textron,~~Trust (the “~~Issuers~~Trust”), ~~expired.~~in ~~The~~the ~~separate~~approximate ~~cash~~amount ~~tender~~of ~~offers,~~$531 million ~~including~~in order to enable the ~~Any~~Trust ~~and~~to ~~All~~repay ~~Offer~~all ~~described~~of ~~below~~its ~~(collectively,~~outstanding notes (the “~~Offers~~Repayment”), ~~for~~issued uppursuant to ~~$650,000,000~~the ~~aggregate~~Amended ~~principal~~and ~~amount~~Restated ofIndenture ~~five~~dated ~~separate~~as ~~series~~ of ~~outstanding~~May 26, ~~debt~~2005 ~~securities~~ (the “~~Securities~~Indenture”) ofby ~~the~~and ~~Issuers~~between ~~resulted~~the inTrust anand ~~aggregate~~The Bank of ~~$587,303,000 principal~~New ~~amount~~York ofMellon, ~~Securities~~as ofindenture trustee (the ~~Issuers~~“Indenture ~~being~~Trustee”), ~~validly tendered~~ and ~~accepted~~certain ~~for~~supplements ~~purchase~~thereto. ~~The~~ ~~Offers~~In ~~were~~connection ~~made~~with ~~pursuant~~the Repayment, toall ~~the~~remaining ~~Offer~~dealer tofloorplan ~~Purchase,~~receivables ~~dated~~and ~~September 14,~~other ~~2009~~assets (the “~~Offer~~Conveyed ~~to Purchase~~Assets”), ~~and~~held by the ~~related~~Trust ~~Letter~~were ofconveyed ~~Transmittal,~~to ~~dated~~Textron ~~September 14~~Financial, ~~2009,~~and ~~which together set forth a more detailed description of~~ the ~~terms~~Trust ~~and~~was ~~conditions of the Offers~~dissolved.

~~The~~Consistent ~~Offers consisted of five separate offers (each an “Offer”),~~ with ~~one Offer made and consummated by~~ Textron toFinancial’s ~~purchase~~previously ~~any~~announced ~~and~~exit from all of ~~its~~the ~~4 1/2% Notes due August 1, 2010 (CUSIP number~~commercial ~~883203BJ9)~~finance ~~(the~~business ~~“4.5%~~of Textron ~~Securities”)~~Financial, ~~(such~~other ~~Offer~~than isthat ~~referred~~portion toof as the ~~“Any~~business ~~and~~directly ~~All Offer”),~~supporting ~~one~~the ~~Offer~~financing ~~made~~of bycustomer ~~Textron~~purchases toof ~~purchase~~products upmanufactured toby ~~$150,000,000 aggregate principal amount of~~ its ~~outstanding~~ ~~6.500% Notes due June 1~~parent, ~~2012~~Textron ~~(CUSIP Number 883203BH3) (the “6~~Inc.5%, ~~Textron Securities”) (such Offer is referred to as~~ the ~~“Textron Partial Tender Offer” and together with the Any and All~~ ~~Offer,~~Repayment ~~the~~enables “Textron ~~Offers”),~~Financial ~~two Offers made by TFC~~ to ~~purchase~~sell ~~up to~~ the ~~Maximum~~Conveyed ~~Principal~~Assets ~~Amount~~ to bethird ~~Accepted~~parties. ~~described~~As ~~below~~ of ~~its~~the ~~outstanding~~date of ~~5.125%~~this ~~Medium-Term Notes~~filing, ~~Series E~~Textron ~~(CUSIP~~Financial ~~Number 88319QJ20)~~has ~~(the~~sold ~~“MTO~~to ~~Level~~a 1third ~~Securities”)~~party ~~and~~approximately ~~its outstanding 4.60% Medium-Term Notes, Series~~$135 ~~E (CUSIP~~million ~~Number~~of ~~88319QH22) (~~the ~~“MTO Level 2 Securities”) (such Offers are referred to as the~~ ~~“Maximum~~Conveyed ~~Tender~~Assets ~~Offers”)~~at par and ~~one~~has ~~Offer~~entered ~~made~~into byan ~~TFC~~agreement to ~~purchase~~sell upan toadditional ~~$150,000,000~~approximately ~~aggregate~~$175 ~~principal~~million ~~amount~~ of ~~its outstanding 6% Notes due 2009 (CUSIP Number 883199AQ4) (such Offer is referred to as~~ the ~~“TFC~~Conveyed ~~Partial~~Assets, ~~Tender~~also ~~Offer”~~at ~~and collectively with the Textron Partial Tender Offer and the Maximum Tender Offers~~par, ~~the~~to ~~“Limited~~another ~~Tender~~third ~~Offers”)~~party.

AsIn ~~previously~~connection ~~announced~~with the Repayment, Textron Financial and the ~~Any~~Trust terminated the following agreements: (i) the Amended and ~~All~~Restated ~~Offer~~Receivables ~~expired~~Purchase Agreement dated as of ~~5:00~~May 26, ~~p.m.~~2005 ~~New~~by and ~~York~~between ~~City~~Textron ~~time~~Financial onand Textron Receivables Corporation III, a subsidiary of Textron ~~September~~Financial (“TRC III”); (ii) ~~21,~~an ~~2009~~Amended and ~~$122,318,000~~Restated ~~aggregate~~Sale ~~principal~~and ~~amount~~Servicing Agreement dated as of May 26, 2005 by and among the ~~4.5%~~Trust, as issuer, TRC III, as transferor, Textron ~~Securities~~Financial, ~~were tendered~~as servicer, and ~~accepted~~the ~~therein.~~Indenture ~~The~~Trustee; ~~tender~~(iii) the ~~offer~~Indenture; ~~consideration~~(iv) the ofAmended ~~$1,017.50~~and ~~per~~Restated ~~$1,000~~Trust ~~principal~~Agreement dated ~~amount~~as of ~~4.5%~~May 26, 2005 by and among Textron ~~Securities~~Financial, ~~plus~~TRC ~~accrued~~III and ~~unpaid~~U.S. ~~interest~~Bank ~~from~~Trust ~~and~~National Association, ~~including~~as owner trustee; and (v) the ~~last interest~~Amended ~~payment~~and ~~date~~Restated ~~(August~~Administration Agreement dated as of May 126, ~~2009)~~2005 ~~to,~~by ~~but~~and ~~not~~among ~~including~~Textron Financial, TRC III and the ~~settlement~~Indenture ~~date~~Trustee (collectively, the ~~has~~“Agreements”). ~~been~~The ~~paid~~Agreements by were filed as Exhibits to Textron Financial’s report on Form 8-K filed on June 1, 2005.

~~The~~Forward-Looking ~~Limited Tender Offers expired as of 11:59 p.m. New York City time on October 9, 2009 (the~~Information “Limited Tender Offers Expiration Date”). The following table sets forth the Securities that were validly tendered and accepted in the Limited Tender Offers. Settlement of the Limited Tender Offers is expected to occur today and, subject to the terms and conditions of the Offers in the Offer to Purchase, the holders thereof will be entitled to receive (i) the applicable Full Tender Offer Consideration per $1,000.00 principal amount of Securities purchased (as specified in the table below), if the Securities were validly tendered and not withdrawn at or before 5:00 p.m. New York City time on September 25, 2009 (the “Early Tender Date”) or (ii) the applicable Late Tender Offer Consideration per $1,000.00 principal amount of Securities purchased (as specified in the table below), if the Securities were validly tendered and accepted after the Early Tender Date but at or before 11:59 p.m., New York City time on the Limited Tender Offers Expiration Date, plus accrued and unpaid interest from the applicable last interest payment date to, but not including, the settlement date for the purchase of such Securities:

											Principal
			Principal		Full Tender		Late Tender		Principal		Amount
	CUSIP	Title of	Amount		Offer		Offer		Amount		Tendered and
Issuer	Number	Security	Outstanding		Consideration		Consideration		Tendered		Accepted
Textron	883203BH3	6.500% Notes due June 1, 2012	$	300,000,000	$	1,040.00	$	1,010.00	$	145,948,000	$	145,948,000
TFC	88319QJ20	5.125% Medium-Term Notes, Series E	$	317,332,000	$	1,002.50	$	972.50	$	152,555,000	$	152,555,000
TFC	88319QH22	4.6% Medium-Term Notes, Series E	$	385,779,000	$	1,015.00	$	985.00	$	238,995,000	$	79,168,000	(1)
TFC	883199AQ4	6% Notes due 2009	$	471,907,000	$	1,002.50	$	972.50	$	87,314,000		87,314,000

Certain statements in this Current Report on Form 8-K and other oral and written statements made by us from time to time are forward-looking statements, including those that discuss strategies, goals, outlook or other non-historical matters, or project revenues, income, returns or other financial measures. These forward-looking statements speak only as of the date on which they are made, and we undertake no obligation to update or revise any forward-looking statements. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those contained in the statements, including the risk factors contained in our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q and the following: (a) the risk that the Repayment and transfer back to Textron Financial of the Conveyed Assets may result in greater losses to Textron Financial than if the securitization had continued to amortize through repayment of the obligations of the Trust; (b) Textron Financial’s ability to realize full value of receivables; (c) Textron Financial’s ability to successfully exit from its commercial finance business, other than the captive finance business, including effecting an orderly liquidation or sale of certain portfolios and businesses; (d) uncertainty in estimating market value of Textron Financial’s receivables held for sale and reserves for Textron Financial’s receivables to be retained; (h) uncertainty in estimating contingent liabilities and establishing reserves to address such contingencies; (i) risks and uncertainties related to dispositions, including difficulties or unanticipated expenses in connection with the consummation of dispositions; (j) the risk that the pending agreement[s] to sell certain of the Conveyed Assets may not result in a consummated sale; (k) bankruptcy or other financial problems at customers that could cause difficulty in collecting amounts owed by such customers; and (l) continued volatility in the economy resulting in a prolonged downturn in the markets in which we do business.

~~(1) The principal amount of MTO Level~~ 2 Securities validly tendered and not validly withdrawn in the applicable Limited Tender Offer at or before 11:59 p.m. New York City time on the Limited Tender Offers Expiration Date exceeded the Maximum Principal Amount to be Accepted (as described below). As a result, the MTO Level 2 Securities accepted for purchase are subject to proration (rounded downward such that holders are returned MTO Level 2 Securities in integral multiples of $1,000) at a factor of approximately 33.25% of the MTO Level 2 Securities validly tendered and not validly withdrawn. The Maximum Principal Amount to be Accepted, in the case of TFC’s offer for its MTO Level 2 Securities, was equal to the difference between $500,000,000 and the sum of (x) the aggregate principal amount of 4.5% Textron Securities and 6.5% Textron Securities validly tendered and accepted for purchase by Textron in the Textron Offers and (y) the aggregate principal amount of MTO Level 1 Securities validly tendered and accepted for purchase by TFC.

SIGNATURES

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

	TEXTRON FINANCIAL CORPORATION (Registrant)	~~TEXTRON FINANCIAL CORPORATION (Registrant)~~
Date: October 13, 2009		By:		/s/ Thomas J. Cullen
Date: November 18, 2009	By:	/s/ Thomas J. Cullen
				Name: Thomas J. Cullen
		Name:	Thomas J. Cullen
				Title: Executive Vice President and Chief Financial Officer
		Title:	Executive Vice President andChief Financial Officer

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