TEXTRON INC — Director's Dealing 2004

Apr 2, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TEXTRON INC (TXT)
CIK: 0000217346
Period of Report: 2004-03-31

Reporting Person: MACOMBER JOHN D (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-03-31	Deferred Stock Units	$0	A	565.876	Acquired		Common (565.876)	Direct
2004-03-31	Deferred Stock Units	$0	A	141.541	Acquired		Common (141.541)	Direct

Footnotes

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

F2: Payable upon the conclusion of Reporting Person's service on the Textron Inc. Board of Directors.