TEXTRON INC — Director's Dealing 2008

Feb 1, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TEXTRON INC (TXT)
CIK: 0000217346
Period of Report: 2008-01-30

Reporting Person: BUTLER JOHN D (Executive VP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-01-30	Common Stock	M	4668	—	Acquired	47958	Direct
2008-01-30	Common Stock	D	4668	$54.352	Disposed	43290	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-01-30	Phantom Stock	$0	M	4668	Disposed		Common (4668)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	7208.535	Indirect

Footnotes

F1: Reflects cash payout of 4,668 units of phantom stock payable in cash only.

F2: Converts to the cash equivalent of Textron Common Stock on a 1-for-1 basis.

F3: The phantom stock vests in three equal installments on January 15, 2006, January 15, 2007 and January 15, 2008. The phantom stock is 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.