Sec Form 4 Filing - Bohlen Kenneth C @ TEXTRON INC - 2009-12-31

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 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 Bohlen Kenneth C 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 (Last) (First) (Middle) TEXTRON INC., 2301 EAGLE PARKWAY, SUITE 250 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2009 (Street) FORT WORTH, TX76177 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 12/31/2009( 1 ) M 7,943.1458 A $ 0 55,293.1458 D Common Stock 12/31/2009( 1 ) D 7,943.1458 D $ 18.81 47,350 D Common Stock 14,534.608 I Held on behalf of Reporting Person by the Textron Savings Plan (as of December 31, 2009).

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Cash-Settled Restricted Stock Units $ 0 ( 2 ) 12/31/2009( 1 ) M 7,943.1458 ( 3 ) ( 3 ) Common Stock 7,943.1458 $ 0 11,031.8542 D Cash-Settled Restricted Stock Units $ 0 12/31/2009 D 11,031.8542 ( 4 ) ( 4 ) Common Stock 11,031.8542 $ 0 0 D Phantom Stock $ 0 ( 5 ) 12/31/2009 A 764.925 ( 6 ) ( 6 ) Common Stock 764.925 $ 13.4 3,854.626 ( 7 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Bohlen Kenneth C TEXTRON INC. 2301 EAGLE PARKWAY, SUITE 250 FORT WORTH, TX76177 Executive VP Signatures /s/ Ann T. Willaman, Attorney-in-Fact 01/05/2010 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Date on which the value of the award was determined due to Reporting Person's December 31, 2009 termination date; the amount payable in settlement of the award will be paid, with interest, in 6 months. ( 2 )Each cash-settled restricted stock unit is valued upon vesting based upon the value of one (1) share of Textron Inc. Common Stock. ( 3 )These cash-settled restricted stock units vested on Reporting Person's December 31, 2009 termination date. ( 4 )These cash-settled restricted stock units were forfeited as a result of Reporting Person's December 31, 2009 termination date. ( 5 )Each share of phantom stock is valued based upon the value of one (1) share of Textron Inc. Common Stock. ( 6 )Payable in cash upon the conclusion of Reporting Person's employment with Textron Inc. ( 7 )Acquired pursuant to the Textron Spillover Savings Plan; total includes phantom shares acquired in idividend reinvestment transactions not required to be reported.

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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