TEXTRON INC — Director's Dealing 2008

May 7, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TEXTRON INC (TXT)
CIK: 0000217346
Period of Report: 2008-05-05

Reporting Person: CAMPBELL LEWIS B (Director, Chairman, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-05-05	Common Stock	M	2738	$36.5156	Acquired	353201.3192	Direct
2008-05-05	Common Stock	F	1613	$61.98	Disposed	351588.3192	Direct
2008-05-05	Common Stock	M	2746	$36.3906	Acquired	354334.3192	Direct
2008-05-05	Common Stock	F	1612	$61.98	Disposed	352722.3192	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-05-05	Employee Stock Option (right to buy)	$36.5156	M	2738	Disposed	2009-12-14	Common Stock (2738)	Direct
2008-05-05	Employee Stock Option (right to buy)	$36.3906	M	2746	Disposed	2008-06-30	Common Stock (2746)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	20222.003	Indirect

Footnotes

F1: Includes 30,601.352 shares acquired pursuant to a dividend reinvestment feature of Reporting Person's Retention Award.

F2: The exercise price for 2,738 shares was paid by delivery of 1,613 shares of Textron Inc. Common Stock and $6.04 cash.

F3: The exercise price for 2,746 shares was paid by delivery of 1,612 shares of Textron Inc. Common Stock and $16.90 cash.