SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CAMPBELL LEWIS B

(Last)

(First)

(Middle)

TEXTRON INC.

40 WESTMINSTER STREET

(Street)

PROVIDENCE

02903

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TEXTRON INC [ TXT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman, President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/31/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/30/1999		G		1,225	D	$0	217,548.9839	D
Common Stock	08/27/2004		G	V	3,590	D	$0	213,958.9839	D
Common Stock	08/31/2004		M		1,089	A	$45.875	215,047.9839	D
Common Stock	08/31/2004		F		786⁽¹⁾	D	$63.505	214,261.9839	D
Common Stock	08/31/2004		M		2,193	A	$45.5625	216,454.9839	D
Common Stock	08/31/2004		F		1,573⁽²⁾	D	$63.505	214,881.9839	D
Common Stock	08/31/2004		M		2,442	A	$40.95	217,323.9839	D
Common Stock	08/31/2004		F		1,574⁽³⁾	D	$63.505	215,749.9839	D
Common Stock	08/31/2004		M		1,134	A	$44.085	216,883.9839	D
Common Stock	08/31/2004		F		787⁽⁴⁾	D	$63.505	216,096.9839⁽⁵⁾	D
Common Stock								7,469.061	I	Held on behalf of the Reporting Person by the Textron Savings Plan (as of March 31, 2004).

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$45.875	08/31/2004		M			1,089	12/12/1998	12/11/2006	Common Stock	1,089	$0⁽⁶⁾	61,822	D
Employee Stock Option (right to buy)	$45.5625	08/31/2004		M			1,097	12/13/2001	12/12/2010	Common Stock	1,097	$0⁽⁷⁾	73,903	D
Employee Stock Option (right to buy)	$45.5625	08/31/2004		M			1,096	12/13/2002	12/12/2010	Common Stock	1,096	$0⁽⁷⁾	72,807	D
Employee Stock Option (right to buy)	$40.95	08/31/2004		M			1,221	01/15/2003	01/14/2012	Common Stock	1,221	$0⁽⁷⁾	148,779	D
Employee Stock Option (right to buy)	$40.95	03/21/2004		M			1,221	01/15/2004	01/14/2012	Common Stock	1,221	$0⁽⁷⁾	147,558	D
Employee Stock Option (right to buy)	$44.085	08/31/2004		M			1,134	01/15/2004	01/14/2013	Common Stock	1,134	$0⁽⁷⁾	48,866	D

Explanation of Responses:

1. Exercise price paid by delivery of 786 shares of Textron Common Stock and $42.95 cash.

2. Exercise price paid by delivery of 1,573 shares of Textron Common Stock and $25.19 cash.

3. Exercise price paid by delivery of 1,574 shares of Textron Common Stock and $43.03 cash.

4. Exercise price paid by delivery of 787 shares of Textron Common Stock and $13.95 cash.

5. Includes 56.9839 shares acquired pursuant to exempt dividend reinvestment plans, and 22,297 shares acquired pursuant to a dividend reinvestment feature of the Textron 1999 Long-Term Incentive Plan (as of March 31, 2004).

6. Issued pursuant to the Textron 1994 Long-Term Incentive Plan.

7. Issued pursuant to the Textron 1999 Long-Term Incentive Plan.

Remarks:

	Ann T. Willaman, Attorney-in-Fact	09/02/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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