TEXTRON INC — Director's Dealing 2004

Jan 6, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TEXTRON INC (TXT)
CIK: 0000217346
Period of Report: 2004-01-02

Reporting Person: YATES RICHARD L (VP and Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-01-02	Common Stock	M	10000	$34.5625	Acquired	10000	Direct
2004-01-02	Common Stock	S	300	$57.39	Disposed	9700	Direct
2004-01-02	Common Stock	S	9700	$57.16	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-01-02	Employee Stock Option (Right to Buy)	$34.5625	M	5000	Disposed	2005-10-31	Common Stock (5000)	Direct
2004-01-02	Employee Stock Option (Right to Buy)	$34.5625	M	5000	Disposed	2005-10-31	Common Stock (5000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1201.178	Indirect
Common Stock	140.999	Indirect

Footnotes

F1: Issued pursuant to the Textron 1994 Long-Term Incentive Plan.