TEXTRON INC — Director's Dealing 2006

Jul 25, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TEXTRON INC (TXT)
CIK: 0000217346
Period of Report: 2006-07-24

Reporting Person: HOWELL MARY L (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-07-24	Common	M	5000	—	Acquired	31635	Direct
2006-07-24	Common	D	5000	$88.868	Disposed	26635	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-07-24	Phantom Stock	$0	M	5000	Disposed		Common (5000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	4191.636	Indirect
Common	272	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 July 10, 2003, July 10, 2004, July 10, 2005, July 10, 2006 and July 10, 2007. 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.