TEXTRON INC — Director's Dealing 2004

Feb 27, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TEXTRON INC (TXT)
CIK: 0000217346
Period of Report: 2004-02-25

Reporting Person: LORANGER STEVEN R (EVP and COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-02-25	Common Stock	M	20000	—	Acquired	29700	Direct
2004-02-25	Common Stock	D	20000	$55.66	Disposed	9700	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-02-25	Phantom Stock	$0	M	20000	Disposed		Common Stock (20000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	218.969	Indirect

Footnotes

F1: Reflects cash payout of 20,000 units of phantom stock payable in cash only.

F2: Converts to the cash equivalent of Textron Common Stock on a 1-for-1 basis.

F3: The phantom stock vests in five (5) installments of 20,000 units on each of February 10, 2004, February 10, 2005, February 10, 2006, February 10, 2007 and February 10, 2008, and is payable in cash only. 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.