TEXTRON INC — Director's Dealing 2006

Feb 1, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TEXTRON INC (TXT)
CIK: 0000217346
Period of Report: 2006-01-30

Reporting Person: ODONNELL TERRENCE (EVP and General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-01-30	Common Stock	M	2333	—	Acquired	12613	Direct
2006-01-30	Common Stock	D	2333	$78.781	Disposed	10280	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-01-30	Phantom Stock	$0	M	2333	Disposed		Common (2333)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2874.833	Indirect

Footnotes

F1: Reflects cash payout of 2,333 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 three equal annual installments beginning on January 15, 2006. The phantom stock is 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.