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 *
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)
03/01/2013
(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 03/01/2013   A   26,226 A $ 0 82,165 D  
Common Stock 03/01/2013   F   1,748 D $ 28.47 80,417 D  
Common Stock 03/01/2013   M   20,226 A $ 0 100,643 D  
Common Stock 03/01/2013   D   20,226 D $ 28.47 80,417 D  
Common Stock               2,351.299 I Held on behalf of the Reporting Person by the Textron Savings Plan (as of 02/27/2013).

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) $ 28.47 03/01/2013   A   72,000     (1) 02/28/2023 Common Stock 72,000 $ 0 (2) 72,000 D  
Cash-Settled Restricted Stock Units $ 0 (3) 03/01/2013   M     14,000   (4)   (4) Common Stock 14,000 $ 0 (2) 14,000 D  
Cash-Settled Restricted Stock Units $ 0 (3) 03/01/2013   M     6,226   (5)   (5) Common Stock 6,226 $ 0 (2) 12,450 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   03/05/2013
**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, 2014.
(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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