TEXTRON INC — Director's Dealing 2004

Jan 20, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TEXTRON INC (TXT)
CIK: 0000217346
Period of Report: 2001-04-01

Reporting Person: YATES RICHARD L (VP and Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2002-01-15	Common Stock	M	1000	—	Acquired	1000	Direct
2002-01-15	Common Stock	D	1000	$42.49	Disposed	0	Direct
2003-01-15	Common Stock	M	1200	—	Acquired	1200	Direct
2003-01-15	Common Stock	D	1200	$44.37	Disposed	0	Direct
2004-01-15	Common Stock	M	1400	—	Acquired	1400	Direct
2004-01-15	Common Stock	D	1400	$57.466	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2001-04-01	Phantom Stock	$0	A	7200	Acquired		Common Stock (7200)	Direct
2002-01-15	Phantom Stock	$0	M	1000	Disposed		Common Stock (1000)	Direct
2003-01-15	Phantom Stock	$0	M	1200	Disposed		Common Stock (1200)	Direct
2004-01-15	Phantom Stock	$0	M	1400	Disposed		Common Stock (1400)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1210.754	Indirect
Common Stock	142.038	Indirect

Footnotes

F1: Converts to the cash equivalent of Textron Common Stock on a 1-for-1 basis.

F2: The phantom stockvests in five annual installments as follows: 1,000 shares on December 31, 2001; 1,200 shares on December 31, 2002; 1,400 shares on December 31, 2003; 1,600 shares on December 31, 2004; and 2,000 shares on December 31, 2005. Vested shares of phantom stock are 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.