TEXTRON INC — Director's Dealing 2003

Jul 28, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TEXTRON INC (TXT)
CIK: 0000217346
Period of Report: 2003-07-24

Reporting Person: HOWELL MARY L (Executive Vice President)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-07-24	Phantom Stock	$0	D	5000	Disposed		Common (5000)	Direct

Footnotes

F1: Converts to Common Stock on a 1-for-1 basis

F2: The phantom stock vests in five installments of 5,000 units on each of July 10, 2003, July 10, 2004, July 10, 2005, July 10, 2006 and July 10, 2007. Calculation of the per share price is based on an average of the closing price of Textron Common Stock on the first ten trading days following the vesting date.

F3: Average of the closing price of Textron Common Stock for the ten trading days ending July 24, 2003.