Edgar Filing: TEXTRON INC

Ownership Submission

FORM 4

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

CAMPBELL LEWIS B

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

(Last)

(First)

(Middle)

TEXTRON INC., 40 WESTMINSTER STREET

3. Date of Earliest Transaction (Month/Day/Year)
04/28/2008

(Street)

PROVIDENCE 02903

4. If Amendment, Date 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

(City)

(State)

(Zip)

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		S		200	D	$ 61.2575	535,864.3192 ⁽¹⁾	D
Common Stock	04/28/2008		S		12,819	D	$ 61.26	523,045.3192 ⁽¹⁾	D
Common Stock	04/28/2008		S		200	D	$ 61.2625	522,845.3192 ⁽¹⁾	D
Common Stock	04/28/2008		S		900	D	$ 61.265	521,945.3192 ⁽¹⁾	D
Common Stock	04/28/2008		S		400	D	$ 61.2675	521,545.3192 ⁽¹⁾	D
Common Stock	04/28/2008		S		8,845	D	$ 61.27	512,700.3192 ⁽¹⁾	D
Common Stock	04/28/2008		S		300	D	$ 61.275	512,400.3192 ⁽¹⁾	D
Common Stock	04/28/2008		S		100	D	$ 61.2775	512,300.3192 ⁽¹⁾	D
Common Stock	04/28/2008		S		9,484	D	$ 61.28	502,816.3192 ⁽¹⁾	D
Common Stock	04/28/2008		S		600	D	$ 61.2825	502,216.3192 ⁽¹⁾	D
Common Stock	04/28/2008		S		1,100	D	$ 61.285	501,116.3192 ⁽¹⁾	D
Common Stock	04/28/2008		S		100	D	$ 61.2875	501,016.3192 ⁽¹⁾	D
Common Stock	04/28/2008		S		100	D	$ 61.288	500,916.3192 ⁽¹⁾	D
Common Stock	04/28/2008		S		13,166	D	$ 61.29	487,750.3192 ⁽¹⁾	D
Common Stock	04/28/2008		S		100	D	$ 61.2925	487,650.3192 ⁽¹⁾	D
Common Stock	04/28/2008		S		2,300	D	$ 61.295	485,350.3192 ⁽¹⁾	D
Common Stock	04/28/2008		S		23,858	D	$ 61.3	461,492.3192 ⁽¹⁾	D
Common Stock	04/28/2008		S		600	D	$ 61.3025	460,892.3192 ⁽¹⁾	D
Common Stock	04/28/2008		S		500	D	$ 61.305	460,392.3192 ⁽¹⁾	D
Common Stock	04/28/2008		S		5,208	D	$ 61.31	455,184.3192 ⁽¹⁾	D
Common Stock	04/28/2008		S		700	D	$ 61.3125	454,484.3192 ⁽¹⁾	D
Common Stock	04/28/2008		S		700	D	$ 61.315	453,784.3192 ⁽¹⁾	D
Common Stock	04/28/2008		S		6,000	D	$ 61.32	447,784.3192 ⁽¹⁾	D
Common Stock	04/28/2008		S		700	D	$ 61.3225	447,084.3192 ⁽¹⁾	D
Common Stock	04/28/2008		S		2,200	D	$ 61.325	444,884.3192 ⁽¹⁾	D
Common Stock	04/28/2008		S		320	D	$ 61.3275	444,564.3192 ⁽¹⁾	D
Common Stock	04/28/2008		S		11,700	D	$ 61.33	432,864.3192 ⁽¹⁾	D
Common Stock	04/28/2008		S		2,900	D	$ 61.3325	429,964.3192 ⁽¹⁾	D
Common Stock	04/28/2008		S		2,400	D	$ 61.335	427,564.3192 ⁽¹⁾	D
Common Stock	04/28/2008		S		82	D	$ 61.3375	427,482.3192 ⁽¹⁾	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
CAMPBELL LEWIS B TEXTRON INC. 40 WESTMINSTER STREET PROVIDENCE 02903	X		Chairman, President and CEO

Signatures

Ann T. Willaman, Attorney-in-Fact		04/30/2008
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Includes 30,601.352 shares acquired pursuant to a dividend reinvestment feature of Reporting Person's Retention Award.
Remarks: Remarks: Filing 5 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.

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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