TEXTRON INC — Director's Dealing 2005

Sep 8, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TEXTRON INC (TXT)
CIK: 0000217346
Period of Report: 2005-09-07

Reporting Person: BUTLER JOHN D (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-09-07	Common	M	5000	—	Acquired	15280	Direct
2005-09-07	Common	D	5000	$71.606	Disposed	10280	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-09-07	Phantom Stock	$0	M	5000	Disposed		Common (5000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	2842.895	Indirect

Footnotes

F1: Reflects cash payout of 5,000 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 installments of 5,000 units on each of August 23, 2003, August 23, 2004, August 23, 2005, August 23, 2006 and August 23, 2007, 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.