TEXTRON INC — Director's Dealing 2008

Jan 3, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TEXTRON INC (TXT)
CIK: 0000217346
Period of Report: 2007-12-31

Reporting Person: ODONNELL TERRENCE (EVP and General Counsel)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-12-31	Phantom Stock	$	A	16.288	Acquired		Common Stock (16.288)	Direct

Footnotes

F1: Each share of phantom stock 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 Supplemental Savings Plan for Textron Key Executives; total includes phantom shares acquired in dividend reinvestment transactions not required to be reported.