TEXTRON INC — Director's Dealing 2007

Sep 11, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TEXTRON INC (TXT)
CIK: 0000217346
Period of Report: 2007-09-07

Reporting Person: BUTLER JOHN D (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-09-07	Common Stock	M	10000	—	Acquired	53290	Direct
2007-09-07	Common Stock	D	10000	$57.054	Disposed	43290	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-09-07	Phantom Stock	$0	M	10000	Disposed		Common Stock (10000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6988.125	Indirect

Footnotes

F1: Reflects vesting and immediate cash payout of 10,000 units of phantom stock payable in cash only.

F2: Each share of phantom stock is valued based upon the value of one (1) share of Textron Common Stock.

F3: 10,000 units of phantom stock vested on August 23, 2007, and pursuant to the terms of the grant, were immediately paid in cash. Calculation of the per share price is based on an average of the closing price of Textron Common Stock on the first ten (10) trading days following the vesting date.