TEXTRON INC — Director's Dealing 2008

Mar 4, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TEXTRON INC (TXT)
CIK: 0000217346
Period of Report: 2008-02-29

Reporting Person: ODONNELL TERRENCE (EVP and General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-03-01	Common Stock	A	8407	—	Disposed	50079	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-02-29	Deferred Stock Units	$	A	4942.211	Acquired		Common Stock (4942.211)	Direct
2008-03-01	Employee Stock Option (Right to Buy)	$54.17	A	31718	Acquired	2018-02-28	Common Stock (31718)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	7340.771	Indirect

Footnotes

F1: Each deferred stock unit is valued based upon the value of one (1) share of Textron Inc. Common Stock.

F2: Payable in cash upon the conclusion of Reporting Person's employment with Textron Inc.

F3: Acquired pursuant to the Deferred Income Plan for Textron Key Executives.

F4: The option vests in three equal annual installments, beginning on March 1, 2009.

F5: Issued pursuant to the Textron 2007 Long-Term Incentive Plan.