TEXTRON INC — Director's Dealing 2010

Jan 5, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TEXTRON INC (TXT)
CIK: 0000217346
Period of Report: 2009-12-31

Reporting Person: Connor Frank T (Executive VP and CFO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-12-31	Phantom Stock	$0	A	215.987	Acquired		Common Stock (215.987)	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.