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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1. Name and Address of Reporting Person * Connor Frank T   2. Issuer Name and Ticker or Trading Symbol TEXTRON INC [TXT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Executive VP and CFO (Last) (First) (Middle) TEXTRON INC., 40 WESTMINSTER STREET 3. Date of Earliest Transaction (Month/Day/Year) 03/01/2011 (Street) PROVIDENCE, RI 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) Code V Amount (A) or (D) Price Common Stock 03/01/2011   A   26,198 A $ 0 26,198 D   Common Stock 03/01/2011   M   20,226 A $ 0 46,424 D   Common Stock 03/01/2011   D   20,226 D $ 26.25 26,198 D   Common Stock               1,379.69 I Held on behalf of the Reporting Person by the Textron Savings Plan (as of February 25, 2011).

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (Right to Buy)

$ 26.25

03/01/2011

A

69,566

(1)

02/28/2021

Common Stock

69,566

$ 0 (2)

69,566

D

Cash-Settled Restricted Stock Units

$ 0 (3)

03/01/2011

M

14,000

(4)

(4)

Common Stock

14,000

$ 0 (2)

42,000

D

Cash-Settled Restricted Stock Units

$ 0 (3)

03/01/2011

M

6,226

(5)

(5)

Common Stock

6,226

$ 0 (2)

24,901

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Connor Frank T TEXTRON INC. 40 WESTMINSTER STREET PROVIDENCE, RI 02903			Executive VP and CFO

Signatures

/s/ Ann T. Willaman, Attorney-in-Fact		03/03/2011
**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)	The option vests in three (3) equal annual installments, beginning on March 1, 2012.
(2)	Issued pursuant to the Textron 2007 Long-Term Incentive Plan.
(3)	Each cash-settled restricted stock unit is valued upon vesting based upon the value of one (1) share of Textron Inc. Common Stock.
(4)	Payable in cash in five (5) equal annual installments, beginning on March 1, 2010.
(5)	Payable in cash in five (5) equal annual installments, beginning on March 1, 2011.

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