TEXTRON INC — Director's Dealing 2004

Jul 27, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TEXTRON INC (TXT)
CIK: 0000217346
Period of Report: 2004-07-23

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-07-23	Common Stock	M	95934	$24.5938	Acquired	314651	Direct
2004-07-23	Common Stock	S	95934	$59.2282	Disposed	218717	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-07-23	Employee Stock Option (right to buy)	$24.5938	M	47967	Disposed	2004-12-14	Common Stock (47967)	Direct
2004-07-23	Employee Stock Option (right to buy)	$24.5938	M	47967	Disposed	2004-12-14	Common Stock (47967)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	7469.061	Indirect

Footnotes

F1: Includes 22,297 shares acquired pursuant to a dividend reinvestment feature of the Textron 1999 Long-Term Incentive Plan, as of March 31, 2004.

F2: Price reported is weighted average price per share of transaction effected at prices ranging from $58.90 to $59.60 per share.

F3: Shares held on behalf of Reporting Person by the Textron Savings Plan, as of March 31, 2004.

F4: Issued pursuant to the Textron 1994 Long-Term Incentive Plan.