TEXTRON INC — Director's Dealing 2004

Aug 19, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TEXTRON INC (TXT)
CIK: 0000217346
Period of Report: 2004-08-17

Reporting Person: BUTLER JOHN D (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-08-17	Common	M	47558	$40.95	Acquired	53058	Direct
2004-08-17	Common	S	47558	$62.83	Disposed	5500	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-08-17	Employee Stock Option - Right to Buy	$40.95	M	23779	Disposed	2012-01-14	Common (23779)	Direct
2004-08-17	Employee Stock Option - Right to Buy	$40.95	M	23779	Disposed	2012-01-14	Common (23779)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	2444.185	Indirect

Footnotes

F1: Price reported is weighted average price per share of transactions effected at prices ranging from $62.41to $63.31 per share

F2: Issued pursuant to the Textron 1999 Long-Term Incentive Plan.