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TEXTRON INC Director's Dealing 2005

Jan 19, 2005

30438_dirs_2005-01-19_af4dbdd5-8b9a-4a36-a7f3-845c20a530e1.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TEXTRON INC (TXT)
CIK: 0000217346
Period of Report: 2005-01-14

Reporting Person: YATES RICHARD L (Senior VP and Controller)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2005-01-14 Common Stock M 1600 Acquired 5100 Direct
2005-01-14 Common Stock D 1600 $70.983 Disposed 3500 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2005-01-14 Phantom Stock $0 M 1600 Disposed Common Stock (1600) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 1349.589 Indirect
Common Stock 144.999 Indirect

Footnotes

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

F2: The phantom stock vests 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.