TEXTRON INC — Director's Dealing 2005

Mar 21, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TEXTRON INC (TXT)
CIK: 0000217346
Period of Report: 2005-03-17

Reporting Person: ODONNELL TERRENCE (EVP and General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-03-17	Common Stock	M	5000	—	Acquired	15280	Direct
2005-03-17	Common Stock	D	5000	$78.104	Disposed	10280	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-03-17	Phantom Stock	$0	M	5000	Disposed		Common Stock (5000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2436.35	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 four annual installments as follows: 10,000 shares on March 3, 2003; 5,000 shares on March 3, 2004; 5,000 shares on March 3, 2005; and 5,000 shares on March 3, 2006. The phantom stock is payable in cash only. Calculation of the per share price is based on an average of the closing prices of Textron Common Stock on the first ten trading days following the vesting date.