TEXTRON INC — Director's Dealing 2008

Feb 20, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TEXTRON INC (TXT)
CIK: 0000217346
Period of Report: 2008-02-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-02-15	Common Stock	M	3332	—	Acquired	51600	Direct
2008-02-15	Common Stock	D	3332	$56.393	Disposed	48268	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-02-15	Phantom Stock	$0	M	3332	Disposed		Common Stock (3332)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3640.825	Indirect
Common Stock	191.042	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 3,332 (post-split) 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.