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)
04/28/2008

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	04/28/2008		M		145,614	A	$22.7812	513,989.3192⁽¹⁾	D
Common Stock	04/28/2008		M		147,262	A	$36.5156	661,251.3192⁽¹⁾	D
Common Stock	04/28/2008		M		81,254	A	$36.3906	742,505.3192⁽¹⁾	D
Common Stock	04/28/2008		M		200,000	A	$37.4687	942,505.3192⁽¹⁾	D
Common Stock	04/28/2008		S		3,605	D	$60.5	938,900.3192⁽¹⁾	D
Common Stock	04/28/2008		S		100	D	$60.505	938,800.3192⁽¹⁾	D
Common Stock	04/28/2008		S		100	D	$60.507	938,700.3192⁽¹⁾	D
Common Stock	04/28/2008		S		1,695	D	$60.51	937,005.3192⁽¹⁾	D
Common Stock	04/28/2008		S		300	D	$60.52	936,705.3192⁽¹⁾	D
Common Stock	04/28/2008		S		200	D	$60.525	936,505.3192⁽¹⁾	D
Common Stock	04/28/2008		S		100	D	$60.5275	936,405.3192⁽¹⁾	D
Common Stock	04/28/2008		S		1,200	D	$60.53	935,205.3192⁽¹⁾	D
Common Stock	04/28/2008		S		1,100	D	$60.535	934,105.3192⁽¹⁾	D
Common Stock	04/28/2008		S		200	D	$60.54	933,905.3192⁽¹⁾	D
Common Stock	04/28/2008		S		2,500	D	$60.55	931,405.3192⁽¹⁾	D
Common Stock	04/28/2008		S		501	D	$60.56	930,904.3192⁽¹⁾	D
Common Stock	04/28/2008		S		400	D	$60.57	930,504.3192⁽¹⁾	D
Common Stock	04/28/2008		S		200	D	$60.58	930,304.3192⁽¹⁾	D
Common Stock	04/28/2008		S		1,900	D	$60.59	928,404.3192⁽¹⁾	D
Common Stock	04/28/2008		S		1,100	D	$60.6	927,304.3192⁽¹⁾	D
Common Stock	04/28/2008		S		150	D	$60.605	927,154.3192⁽¹⁾	D
Common Stock	04/28/2008		S		1,200	D	$60.61	925,954.3192⁽¹⁾	D
Common Stock	04/28/2008		S		1,042	D	$60.62	924,912.3192⁽¹⁾	D
Common Stock	04/28/2008		S		1,172	D	$60.63	923,740.3192⁽¹⁾	D
Common Stock	04/28/2008		S		3,800	D	$60.64	919,940.3192⁽¹⁾	D
Common Stock	04/28/2008		S		1,025	D	$60.65	918,915.3192⁽¹⁾	D
Common Stock	04/28/2008		S		2,855	D	$60.66	916,060.3192⁽¹⁾	D
Common Stock	04/28/2008		S		100	D	$60.6675	915,960.3192⁽¹⁾	D
Common Stock	04/28/2008		S		400	D	$60.68	915,560.3192⁽¹⁾	D
Common Stock	04/28/2008		S		700	D	$60.69	914,860.3192⁽¹⁾	D

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)	$22.7812	04/28/2008		M			70,614	12/13/2001	12/12/2010	Common Stock	70,614	$0	75,000	D
Employee Stock Option (right to buy)	$22.7812	04/28/2008		M			75,000	12/13/2002	12/13/2010	Common Stock	75,000	$0	0	D
Employee Stock Option (right to buy)	$36.5156	04/28/2008		M			75,000	12/15/2000	12/14/2001	Common Stock	75,000	$0	75,000	D
Employee Stock Option (right to buy)	$36.5156	04/28/2008		M			72,262	12/15/2001	12/14/2009	Common Stock	72,262	$0	2,738	D
Employee Stock Option (right to buy)	$36.3906	04/28/2008		M			42,000	07/01/1999	06/30/2008	Common Stock	42,000	$0	42,000	D
Employee Stock Option (right to buy)	$36.3906	04/28/2008		M			39,254	07/01/2000	06/30/2008	Common Stock	39,254	$0	2,746	D
Employee Stock Option (right to buy)	$37.4687	04/28/2008		M			100,000	12/10/1999	12/09/2008	Common Stock	100,000	$0	100,000	D
Employee Stock Option (right to buy)	$37.4687	04/28/2008		M			100,000	12/10/2000	12/09/2008	Common Stock	100,000	$0	0	D

Explanation of Responses:

1. Includes 30,601.352 shares acquired pursuant to a dividend reinvestment feature of Reporting Person's Retention Award.

Remarks:

Remarks: Filing 1 of 6. Related transactions effected by Reporting Person on April 28, 2008 are reported on additional Forms 4 filed on behalf of Reporting Person on April 30, 2008. All share numbers and related prices have been adjusted to reflect Textron Inc.'s two-for-one Common Stock split which occurred on August 24, 2007.

	Ann T. Willaman, Attorney-in-Fact	04/30/2008
	** 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).
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