TEXTRON INC — Director's Dealing 2006

Feb 21, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TEXTRON INC (TXT)
CIK: 0000217346
Period of Report: 2006-02-16

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-02-16	Common Stock	M	12000	$45.875	Acquired	18860	Direct
2006-02-16	Common Stock	S	4000	$84.55	Disposed	14860	Direct
2006-02-16	Common Stock	S	4000	$84.60	Disposed	10860	Direct
2006-02-16	Common Stock	S	4000	$84.63	Disposed	6860	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-02-16	Employee stock option (right to buy)	$45.875	M	6000	Disposed	2006-12-11	Common Stock (6000)	Direct
2006-02-16	Employee stock option (right to buy)	$45.875	M	6000	Disposed	2006-12-11	Common Stock (6000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1515.007	Indirect
Common Stock	147.551	Indirect

Footnotes

F1: Issued pursuant to the Textron 1994 Long-Term Incentive Plan.