TEXTRON INC — Director's Dealing 2009

Jan 5, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TEXTRON INC (TXT)
CIK: 0000217346
Period of Report: 2008-12-31

Reporting Person: YATES RICHARD L (Sr. VP and Controller)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-12-31	Phantom Stock	$	A	254.907	Acquired		Common Stock (254.907)	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 Textron Spillover Savings Plan (formerly, the Supplemental Savings Plan for Textron Key Executives); total includes phantom shares acquired in dividend reinvestment transactions not required to be reported.