TEXTRON INC — Director's Dealing 2007

Feb 20, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TEXTRON INC (TXT)
CIK: 0000217346
Period of Report: 2007-02-16

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-02-16	Common Stock	M	1667	—	Acquired	20339	Direct
2007-02-16	Common Stock	D	1667	$96.51	Disposed	18672	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-02-16	Phantom Stock	$0	M	1667	Disposed		Common Stock (1667)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1666.033	Indirect
Common Stock	150.01	Indirect

Footnotes

F1: Converts to the cash equivalent of Textron Common Stock on a 1-for-1 basis.

F2: The phantom stock vests in three annual installments as follows: 1,667 shares on February 3, 2006; 1,667 shares on February 3, 2007; and 1,666 shares on February 3, 2008. Vested shares of phantom stock are 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.