TEXTRON INC — Director's Dealing 2004

Sep 2, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TEXTRON INC (TXT)
CIK: 0000217346
Period of Report: 2004-08-31

Reporting Person: CAMPBELL LEWIS B (Director, Chairman, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
1999-09-30	Common Stock	G	1225	—	Disposed	217548.9839	Direct
2004-08-27	Common Stock	G	3590	—	Disposed	213958.9839	Direct
2004-08-31	Common Stock	M	1089	$45.875	Acquired	215047.9839	Direct
2004-08-31	Common Stock	F	786	$63.505	Disposed	214261.9839	Direct
2004-08-31	Common Stock	M	2193	$45.5625	Acquired	216454.9839	Direct
2004-08-31	Common Stock	F	1573	$63.505	Disposed	214881.9839	Direct
2004-08-31	Common Stock	M	2442	$40.95	Acquired	217323.9839	Direct
2004-08-31	Common Stock	F	1574	$63.505	Disposed	215749.9839	Direct
2004-08-31	Common Stock	M	1134	$44.085	Acquired	216883.9839	Direct
2004-08-31	Common Stock	F	787	$63.505	Disposed	216096.9839	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-08-31	Employee Stock Option (right to buy)	$45.875	M	1089	Disposed	2006-12-11	Common Stock (1089)	Direct
2004-08-31	Employee Stock Option (right to buy)	$45.5625	M	1097	Disposed	2010-12-12	Common Stock (1097)	Direct
2004-08-31	Employee Stock Option (right to buy)	$45.5625	M	1096	Disposed	2010-12-12	Common Stock (1096)	Direct
2004-08-31	Employee Stock Option (right to buy)	$40.95	M	1221	Disposed	2012-01-14	Common Stock (1221)	Direct
2004-03-21	Employee Stock Option (right to buy)	$40.95	M	1221	Disposed	2012-01-14	Common Stock (1221)	Direct
2004-08-31	Employee Stock Option (right to buy)	$44.085	M	1134	Disposed	2013-01-14	Common Stock (1134)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	7469.061	Indirect

Footnotes

F1: Exercise price paid by delivery of 786 shares of Textron Common Stock and $42.95 cash.

F2: Exercise price paid by delivery of 1,573 shares of Textron Common Stock and $25.19 cash.

F3: Exercise price paid by delivery of 1,574 shares of Textron Common Stock and $43.03 cash.

F4: Exercise price paid by delivery of 787 shares of Textron Common Stock and $13.95 cash.

F5: Includes 56.9839 shares acquired pursuant to exempt dividend reinvestment plans, and 22,297 shares acquired pursuant to a dividend reinvestment feature of the Textron 1999 Long-Term Incentive Plan (as of March 31, 2004).

F6: Issued pursuant to the Textron 1994 Long-Term Incentive Plan.

F7: Issued pursuant to the Textron 1999 Long-Term Incentive Plan.