TEXTRON INC — Director's Dealing 2009

Mar 3, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TEXTRON INC (TXT)
CIK: 0000217346
Period of Report: 2009-02-27

Reporting Person: YATES RICHARD L (Sr. VP/Controller/Acting CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-03-01	Common Stock	F	671	$5.65	Disposed	37833.9436	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-02-27	Employee Stock Option (Right to Buy)	$5.65	A	20925	Acquired	2019-02-28	Common Stock (20925)	Direct
2009-02-27	Cash-Settled Restricted Stock Units	$0	A	18668	Acquired		Common Stock (18668)	Direct
2009-02-27	Cash-Settled Restricted Stock Units	$0	A	33289	Acquired		Common Stock (33289)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3886.717	Indirect
Common Stock	194.094	Indirect

Footnotes

F1: The option vests in three (3) equal annual installments, beginning on March 1, 2010.

F2: Issued pursuant to the Textron 2007 Long-Term Incentive Plan.

F3: Each cash-settled restricted stock unit is valued upon ovesting based upon the value of one (1) share of Textron Inc. Common Stock.

F4: Payable in cash in five (5) equal annual installments, beginning on March 1, 2010.

F5: Payable in cash in three (3) equal annual installments, beginning on March 1, 2010.