TEXTRON INC — Director's Dealing 2004

Feb 17, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TEXTRON INC (TXT)
CIK: 0000217346
Period of Report: 2004-02-12

Reporting Person: YATES RICHARD L (VP and Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-02-12	Common Stock	A	3500	—	Acquired	3500	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-02-12	Employee Stock Option (Right to Buy)	$56.43	A	10500	Acquired	2014-02-11	Common Stock (10500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1201.178	Indirect
Common Stock	140.999	Indirect

Footnotes

F1: The option vests in three equal annual installments, beginning on February 12, 2005.

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