TEXTRON INC — Director's Dealing 2006

Aug 8, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TEXTRON INC (TXT)
CIK: 0000217346
Period of Report: 2006-08-04

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-08-04	Common Stock	M	20000	$40.95	Acquired	32060	Direct
2006-08-04	Common Stock	M	14000	$38.71	Acquired	46060	Direct
2006-08-04	Common Stock	S	28976	$90.56	Disposed	17084	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-08-04	Employee stock option (right to buy)	$40.95	M	10000	Disposed	2012-01-14	Common Stock (10000)	Direct
2006-08-04	Employee stock option (right to buy)	$40.95	M	10000	Disposed	2012-01-14	Common Stock (10000)	Direct
2006-08-04	Employee stock option (right to buy)	$38.71	M	7000	Disposed	2013-02-02	Common Stock (7000)	Direct
2006-08-04	Employee stock option (right to buy)	$38.71	M	7000	Disposed	2013-02-02	Common Stock (7000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1606.966	Indirect
Common Stock	149.38	Indirect

Footnotes

F1: Price reported is weighted average price per share of transaction effected at prices ranging from $90.50 to $90.75 per share.

F2: Issued pursuant to the Textron 1999 Long-Term Incentive Plan.