UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
CURRENT REPORT
 Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 Date of Report (Date of earliest event reported): October 20, 2004 

TEXTRON INC.
(Exact name of Registrant as specified in its charter)

      Delaware	I-5480	05-0315468   	
(State of	(Commission File Number.)	(IRS Employer	
Incorporation)	 	Identification Number)	
 
40 Westminster Street, Providence, Rhode Island 02903
(Address of principal executive offices) 
  
Registrant's telephone number, including area code: (401) 421-2800
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02     Results of Operations and Financial Condition
     On October 21, 2004, Textron Inc. ("Textron") issued a press release announcing its financial results for the fiscal quarter ended October 2, 2004. This press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 5.04     Temporary Suspension of Trading Under Registrant's Employee Benefit Plans
      On October 20, 2004, Textron sent a notice to its directors and executive officers informing them that a blackout period with respect to the Textron Savings Plan will be in effect beginning at 3:00 p.m. Eastern Time on November 24, 2004 and is expected to end on December 3, 2004. Textron provided the notice to its directors and executive officers in accordance with Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation BTR. Textron received the notice required by Section 101(i)(2)(E) of the Employment Retirement Income Security Act of 1974, on October 20, 2004.
     A copy of the notice is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Item 9.01     Financial Statements and Exhibits

 	(c)	Exhibits	
 	
The following exhibits are filed herewith:	
 	 	 	
 	99.1	Press release dated October 21, 2004	
 	99.2	Notice of Blackout Period to Directors and Executive Officers of Textron Inc., dated October 20, 2004.	
 
SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 	 	TEXTRON INC.	
 	 	(Registrant)	
 	 	 	
 	By:	s/Michael D. Cahn	
 	Name:	Michael D. Cahn	
 	Title	Senior Associate General Counsel-Securities and Assistant Secretary	
 Dated: October 21, 2004
EXHIBIT INDEX

Exhibit No .	Exhibit	
 	 	
99.1	Press release dated October 21, 2004	
99.2	Notice of Blackout Period to Directors and Executive Officers of Textron Inc., dated October 20, 2004.	
 
TEXTRON	Exhibit 99.1	
 	Corporate Communications
Department	 
NEWS Release	
Investor Contacts:
 Doug Wilburne - 401-457-3606
Marc Kaplan - 401-457-2502	
FOR IMMEDIATE RELEASE	
Media Contact: 
Karen Gordon - 401-457-2362	 	
Textron Exceeds Third Quarter EPS and Cash Flow Targets
Announces Increased Dividend and New Share Repurchase Program	
Providence, Rhode Island - October 21, 2004 - Textron Inc. (NYSE: TXT) today reported third quarter 2004 net income of $103 million or $0.73 per share, compared with third quarter 2003 net income of $47 million or $0.34 per share.
Revenues were $2.57 billion, up 15% from $2.23 billion in the third quarter of last year, reflecting higher volumes in the company's manufacturing segments.
Third quarter earnings included $0.10 per share in after-tax costs related to restructuring. For the same period last year, earnings included $0.18 per share in after-tax costs related to restructuring and a $0.07 per share after-tax charge for unamortized issuance costs related to the redemption of the $500 million Textron Capital I trust preferred securities.
Excluding these items, Textron's third quarter 2004 adjusted earnings per share were up 41% at $0.83, compared to $0.59 per share in the third quarter of 2003. The company's previous target for third quarter adjusted earnings per share was $0.70 to $0.80.
Cash flow from operating activities for the first nine months of 2004 was $805 million, compared to $300 million during the same period last year, resulting in free cash flow before restructuring for the first nine months of 2004 of $669 million, compared to $183 million last year. The company had previously targeted full-year free cash flow before restructuring in the range of $500 - $550 million.
"The majority of our end markets continued to strengthen and helped drive our top-line growth for the quarter. This, combined with the benefits of our enterprise management initiatives, resulted in an improvement in our overall performance, including cash flow," said Lewis B. Campbell, Textron chairman, president and CEO.
Outlook
Textron now expects full-year 2004 adjusted earnings per share will be between $3.25 and $3.35, up from $2.79 per share in 2003. The company expects fourth quarter adjusted earnings per share to be between $0.99 and $1.09. These amounts exclude restructuring costs and other special items.
Textron now expects full-year free cash flow before restructuring to be between $600 and $700 million, with cash flow from operations ranging from $805 to $905 million.
"We are encouraged by our prospects for strong top-line growth over the next several years and expect to deliver even stronger growth in earnings as a result of our ongoing progress in reducing costs," Campbell added.
The company currently expects its 2005 GAAP earnings per share will be up 15%-20%, compared to this year's adjusted earnings per share.
Board Approves Increase in Dividend Payment and New Share Repurchase Program
Textron's Board of Directors has authorized a $0.10 per share increase in the company's annualized common stock dividend, from $1.30 per share to $1.40 per share. The first increased dividend payment will be paid on January 3, 2005 to holders of record at the close of business on December 10, 2004.
Textron's Board of Directors also authorized a new, 12-million-share repurchase program. This program supersedes the company's previous authorization, under which less than one million shares remained.
Presentation of Results and Outlook
Textron presents adjusted results and outlook before restructuring costs and other special items because such items are outside normal business operations and are difficult to forecast accurately for specific periods. Such items are either isolated or temporary in nature. Therefore, it is helpful to understand results without these items, especially when comparing results to previous periods or forecasting performance in future periods.
For example, Textron incurred $18 million in pre-tax costs during the third quarter for its restructuring program. The restructuring program is expected to be substantially complete in 2004. During the execution of the restructuring program, the company is incurring costs that are supplementary to the ongoing operating costs of the business. These costs are not directly related to ongoing business results during the quarter and are not expected to occur with any regularity or predictability.
Results before restructuring costs and other special items are also the basis for measuring operating performance for management compensation purposes. However, analysis of the company's results and outlook before restructuring costs and other special items should be used only in conjunction with data presented in accordance with Generally Accepted Accounting Principles (GAAP). Reconciliations of the company's results and outlook to GAAP are included below.
Segment Analysis
Bell
Bell segment revenues increased $49 million, while profit decreased $10 million.
U.S. Government revenues were down due to lower revenue on the V-22 program and lower sales related to a contract for training aircraft completed in 2003, partially offset by higher sales of air-launched weapons, higher revenue on the H-1 upgrade program and increased demand for spares. Commercial revenues were up due to higher helicopter unit volume and higher volume in the aircraft engine business.
Segment profit decreased due to lower profit in the U.S. Government business, partially offset by higher profit in the commercial business. U.S. Government profit decreased primarily due to the decrease in V-22 revenue and the impact of lower training aircraft volume, partially offset by higher sales of air-launched weapons. The higher commercial profit was primarily due to the impact of higher commercial helicopter volume, partially offset by higher engineering expense, lower pension income, higher insurance costs and certain positive 2003 items that did not reoccur.
Bell Helicopter's backlog of $2.4 billion was down $51 million from the second quarter 2004.
Cessna
Cessna segment revenues and profit increased $183 million and $51 million, respectively.
Cessna revenues increased primarily due to higher Citation business jet volume, higher single engine aircraft volume, higher used aircraft volume and higher pricing. Additionally, sales increased as a result of the consolidation of CitationShares during the second quarter of 2004.
Segment profit increased due to improved cost performance, increased volume and higher pricing, partially offset by inflation.
Backlog of $4.9 billion was up $128 million from the second quarter of 2004. In addition, at the end of the third quarter Cessna also had orders from its CitationShares joint venture totaling $555 million, up $139 million from the second quarter of 2004.
Fastening Systems
Fastening Systems segment revenues increased $50 million, while profit decreased $9 million.
Revenues increased primarily due to higher sales volume, favorable foreign exchange and higher pricing. Profit decreased due to inflation and launch costs related to plant consolidations, partially offset by higher pricing, higher sales volume, improved cost performance and favorable foreign exchange. Inflation included higher steel costs, which were only partially offset by pricing actions during the quarter.
Industrial
Industrial segment revenues and profit increased $63 million and $21 million, respectively.
Revenues increased primarily due to higher sales volume at each of the Industrial divisions, except Fluid and Power, and the favorable impact of foreign exchange, partially offset by the divestiture of a non-core product line during the second quarter of 2004. Profit increased primarily due to improved cost performance, higher volume and improved credit performance, partially offset by inflation and the impact of the divestiture of a non-core product line.
Finance
Finance segment revenues decreased $7 million, while profit increased $4 million.
Revenues decreased primarily due to a lower average finance receivable portfolio, reflecting the continued liquidation of non-core assets. Profit increased primarily due to a lower provision for loan losses and lower operating expenses, partially offset by the impact of lower average finance receivables.  
Conference Call Information
 Textron will host a conference call today, October 21, 2004, at 9:00 a.m. Eastern time to discuss its results and outlook. The call will be available via webcast at www.textron.com or by direct dial at (888) 428-4474 in the U.S. or (612) 332-0107 outside of the U.S. (request the Textron Earnings Conference). The call will be recorded and available for playback beginning at 12:30 p.m. Eastern time today by dialing (320) 365-3844; Access Code: 723574.
Textron Inc. (NYSE:TXT) is a $10 billion multi-industry company with more than 43,000 employees in nearly 40 countries. The company leverages its global network of aircraft, industrial and finance businesses to provide customers with innovative solutions and services. Textron is known around the world for its powerful brands such as Bell Helicopter, Cessna Aircraft, Kautex, Lycoming, E-Z-GO and Greenlee, among others. More information is available at www.textron.com .
###
Forward-looking Information: Certain statements in this release and other oral and written statements made by Textron from time to time are forward-looking statements, including those that discuss strategies, goals, outlook or other non-historical matters; or project revenues, income, returns or other financial measures. These forward-looking statements speak only as of the date on which they are made, and we undertake no obligation to update or revise any forward-looking statements. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those contained in the statements, including the following: (a) the extent to which Textron is able to achieve savings from its restructuring plans; (b) uncertainty in estimating the amount and timing of restructuring charges and related costs; (c) changes in worldwide economic and political conditions that impact interest and foreign exchange rates; (d) the occurrence of work stoppages and strikes at key facilities of Textron or Textron's customers or suppliers; (e) government funding and program approvals affecting products being developed or sold under government programs; (f) cost and delivery performance under various program and development contracts; (g) the adequacy of cost estimates for various customer care programs including servicing warranties; (h) the ability to control costs and successful implementation of various cost reduction programs; (i) the timing of certifications of new aircraft products; (j) the occurrence of slowdowns or downturns in customer markets in which Textron products are sold or supplied or where Textron Financial offers financing; (k) changes in aircraft delivery schedules or cancellation of orders; (l) the impact of changes in tax legislation; (m) Textron's ability to offset, through cost reductions, raw material price increases and pricing pressure brought by original equipment manufacturer customers; (n) the availability and cost of insurance; (o) increases in pension expenses related to lower than expected asset performance or changes in discount rates; (p) Textron Financial's ability to maintain portfolio credit quality; (q) Textron Financial's access to debt financing at competitive rates; and (r) uncertainty in estimating contingent liabilities and establishing reserves to address such contingencies.

TEXTRON INC.
Revenues and Income by Business Segment
Three Months Ended October 2, 2004 and September 27, 2003
 (Dollars in millions except per share amounts)
(Unaudited)
 		
	October 2, 2004			September 27, 2003		
	GAAP		As Adjusted (a)			GAAP		As Adjusted (a)		
REVENUES	 	 	 	 	 	 	 	 	 	 	 	 	 	
MANUFACTURING:	 	 	 	 	 	 	 	 	 	 	 	 	 	
     Bell	$	570	 	$	570	 	 	$	521	 	$	521	 	
     Cessna	 	699	 	 	699	 	 	 	516	 	 	516	 	
     Fastening Systems	 	454	 	 	454	 	 	 	404	 	 	404	 	
     Industrial	 	717	 	 	717	 	 	 	654	 	 	654	 	
 	 	2,440	 	 	2,440	 	 	 	2,095	 	 	2,095	 	
FINANCE	 	129	 	 	129	 	 	 	136	 	 	136	 	
          Total revenues	$	2,569	 	$	2,569	 	 	$	2,231	 	$	2,231	 	
PROFIT	 	 	 	 	 	 	 	 	 	 	 	 	 	
MANUFACTURING:	 	 	 	 	 	 	 	 	 	 	 	 	 	
     Bell	$	59	 	$	59	 	 	$	69	 	$	69	 	
     Cessna	 	82	 	 	82	 	 	 	31	 	 	31	 	
     Fastening Systems	 	1	 	 	1	 	 	 	10	 	 	10	 	
     Industrial	 	44	 	 	44	 	 	 	23	 	 	23	 	
 	 	186	 	 	186	 	 	 	133	 	 	133	 	
FINANCE	 	28	 	 	28	 	 	 	24	 	 	24	 	
Segment profit	 	214	 	 	214	 	 	 	157	 	 	157	 	
Special charges (b)	 	(18)	 	 	-	 	 	 	(42)	 	 	-	 	
Corporate expenses and other, net	 	(30)	 	 	(30)	 	 	 	(19)	 	 	(19)	 	
Interest expense, net	 	(23)	 	 	(23)	 	 	 	(26)	 	 	(26)	 	
Income before income taxes	 	143	 	 	161	 	 	 	70	 	 	112	 	
Income taxes	 	(40)	 	 	(44)	 	 	 	(23)	 	 	(31)	 	
Net income	$	103	 	$	117	 	 	$	47	 	$	81	 	
Earnings per share: (f)	 	 	 	 	 	 	 	 	 	 	 	 	 	
               Net income	$	0.73	 	$	0.83	 	 	$	0.34	 	$	0.59	 	
Average diluted shares outstanding	140,618,000	 	140,618,000	 	 	136,828,000	 	136,828,000	 	

TEXTRON INC.
Revenues and Income by Business Segment
Nine Months Ended October 2, 2004 and September 27, 2003
 (Dollars in millions except per share amounts)
(Unaudited)
 		
	October 2, 2004			September 27, 2003		
	GAAP		As Adjusted (a)			GAAP		As Adjusted (a)		
REVENUES	 	 	 	 	 	 	 	 	 	 	 	 	 	
MANUFACTURING:	 	 	 	 	 	 	 	 	 	 	 	 	 	
     Bell	$	1,664	 	$	1,664	 	 	$	1,673	 	$	1,673	 	
     Cessna	 	1,617	 	 	1,617	 	 	 	1,679	 	 	1,679	 	
     Fastening Systems	 	1,445	 	 	1,445	 	 	 	1,280	 	 	1,280	 	
     Industrial	 	2,344	 	 	2,344	 	 	 	2,110	 	 	2,110	 	
 	 	7,070	 	 	7,070	 	 	 	6,742	 	 	6,742	 	
FINANCE	 	400	 	 	400	 	 	 	418	 	 	418	 	
          Total revenues	$	7,470	 	$	7,470	 	 	$	7,160	 	$	7,160	 	
PROFIT	 	 	 	 	 	 	 	 	 	 	 	 	 	
MANUFACTURING:	 	 	 	 	 	 	 	 	 	 	 	 	 	
     Bell	$	182	 	$	182	 	 	$	165	 	$	165	 	
     Cessna	 	148	 	 	148	 	 	 	156	 	 	156	 	
     Fastening Systems	 	45	 	 	45	 	 	 	49	 	 	49	 	
     Industrial	 	152	 	 	152	 	 	 	97	 	 	97	 	
 	 	527	 	 	527	 	 	 	467	 	 	467	 	
FINANCE	 	95	 	 	95	 	 	 	70	 	 	70	 	
Segment profit	 	622	 	 	622	 	 	 	537	 	 	537	 	
Special charges (b)	 	(103)	 	 	-	 	 	 	(94)	 	 	-	 	
Gain on sale of businesses (c)	 	7	 	 	-	 	 	 	15	 	 	-	 	
Corporate expenses and other, net	 	(101)	 	 	(101)	 	 	 	(81)	 	 	(81)	 	
Interest expense, net	 	(73)	 	 	(73)	 	 	 	(72)	 	 	(72)	 	
Income from continuing operations
     before income taxes and distributions
     on preferred securities of subsidiary
     trusts	

352	

	

448	

	

305	

	

384	 	
Income taxes	 	(112)	 	 	(130)	 	 	 	(94)	 	 	(115)	 	
Distributions on preferred securities
     of manufacturing subsidiary trust,
     net of income taxes (d)	

-	

-	

	

(13)	

(13)	 	
Income from continuing operations	 	240	 	 	318	 	 	 	198	 	 	256	 	
(Loss) income from discontinued
     operations, net of income taxes (e)		
-			
-				
(22)			
2	 	
Net income	$	240	 	$	318	 	 	$	176	 	$	258	 	
Earnings per share: (f)	 	 	 	 	 	 	 	 	 	 	 	 	 	
     Income from continuing
          operations	
$	
1.71	 	
$	
2.26	 	 	
$	
1.45	 	
$	
1.87	 	
     (Loss) income from discontinued
          operations, net of income taxes (e)		
-			
-				
(0.16)			
0.02	 	
               Net income	$	1.71	 	$	2.26	 	 	$	1.29	 	$	1.89	 	
Average diluted shares outstanding	140,378,000	 	140,378,000	 	 	136,761,000	 	136,761,000	 	

TEXTRON INC.
Revenues and Income by Business Segment
Three and Nine Months Ended October 2, 2004 and September 27, 2003
 (Dollars in millions except per share amounts)
(Unaudited)		
(a)	The "As Adjusted" column excludes items recorded in special charges and gain on sale of businesses. Textron presents its results "as adjusted", before restructuring and other special items, because such items are outside normal business operations, as well as difficult to forecast accurately for specific periods. Such items are either isolated or temporary in nature; therefore, it is helpful to understand results without these items, especially when comparing results for previous periods or forecasting performance in future periods. In addition, Textron uses "as adjusted" results to measure operating performance for management compensation purposes. Any analysis of results before restructuring costs and other special items should be used only in conjunction with data presented in accordance with Generally Accepted Accounting Principles (GAAP).
A reconciliation of net income as reported under GAAP to net income, as adjusted is as follows:		
 	 	Third Quarter	 	Nine Months	 	
 	 	2004	 	2003	 	2004	 	2003	 	
 	GAAP net income	$	103	 	$	47	 	$	240	 	$	176	 	
 	Adjustments:	 	 	 	 	 	 	 	 	 	 	 	 	
 	     Special charges	 	18	 	 	42	 	 	103	 	 	94	 	
 	     Gain on sale of businesses	 	-	 	 	-	 	 	(7)	 	 	(15)	 	
 	     Tax impact of excluded items	 	(4)	 	 	(8)	 	 	(18)	 	 	(21)	 	
 	     Special charges included in discontinued
          operations, net of income taxes		
-			
-			
-			
24	 	
 	Net income, as adjusted	$	117	 	$	81	 	$	318	 	$	258	 	

(b)	
Special charges include 1) restructuring expenses and fixed asset impairment charges associated with reducing overhead and closing, consolidating and downsizing manufacturing facilities, headcount reductions, consolidating operations and exiting non-core product lines, 2) a $12 million pretax gain in 2004 on the sale of the remaining shares of Collins & Aikman common stock and 3) $15 million in unamortized issuance costs written off in 2003 upon the redemption of preferred securities described in note (d).		

(c)	
During the second quarter of 2004, Textron recorded a gain on the sale of its interest in two Brazilian-based joint ventures to its joint venture partner, Metegal Telecom Participacoes Ltda. In the first quarter of 2003, Textron recorded a gain on the sale of its interest in an Italian automotive joint venture to Collins & Aikman.		

(d)	
Textron Inc. redeemed the $500 million Textron Capital I trust preferred securities in July 2003. The redemption was mandatory following Textron's call of its 7.92% Junior Subordinated Deferrable Interest Debentures, which were held by the trust and also redeemed in July 2003.		

(e)	
During the third quarter of 2003, Textron consummated the sale of its remaining OmniQuip business to JLG Industries, Inc. and has reclassified the financial results of the OmniQuip division, net of income taxes, to discontinued operations. During the fourth quarter of 2003, Textron sold its Small Business Direct portfolio to MBNA America Bank, N.A. and has reclassified the financial results, net of income taxes, to discontinued operations.		

(f)	
Reconciliation of GAAP EPS to EPS, as adjusted:		
 	 	Third Quarter	 	Nine Months	
 	 	2004	 	2003	 	2004	 	2003	
 	GAAP EPS	$	0.73	 	$	0.34	 	$	1.71	 	$	1.29	
 	Adjustments:	 	 	 	 	 	 	 	 	 	 	 	
 	     Special charges	 	0.10	 	 	0.25	 	 	0.56	 	 	0.51	
 	     Gain on sale of businesses	 	-	 	 	-	 	 	(0.01)	 	 	(0.09)	
 	     Special charges included in discontinued
          operations, net of income taxes		
-			
-			
-			
0.18	
 	EPS, as adjusted	$	0.83	 	$	0.59	 	$	2.26	 	$	1.89	

TEXTRON INC.
Condensed Consolidated Balance Sheets
 (In millions)
(Unaudited)		
 	October 2,
2004	 	January 3,
2004	 	
Assets	 	 	 	 	
Cash and cash equivalents	$       687	 	$       486	 	
Accounts receivable, net	1,143	 	1,135	 	
Inventories	1,663	 	1,439	 	
Other current assets	429	 	532	 	
Net property	1,878	 	1,925	 	
Other assets	3,208	 	3,240	 	
Textron Finance assets	6,544	 	6,333	 	
          Total Assets	$   15,552	 	$   15,090	 	
 	 	 	 	 	
Liabilities and Shareholders' Equity	 	 	 	 	
Current portion of long-term debt and short-term debt	$       395	 	$       316	 	
Other current liabilities	2,338	 	1,940	 	
Other liabilities	2,161	 	2,109	 	
Long-term debt	1,342	 	1,711	 	
Textron Finance liabilities	5,545	 	5,324	 	
          Total Liabilities	11,781	 	11,400	 	
 	 	 	 	 	
Total Shareholders' Equity	3,771	 	3,690	 	
          Total Liabilities and Shareholders' Equity	$   15,552		$   15,090		

TEXTRON INC.
Reconciliation of GAAP Measures to Non-GAAP Measures
 (Dollars in millions except per share amounts)	
 	 	 	 	 	 	 	 	 	
 	 	Fourth Quarter	 	Full Year	
 	 	2004	 	2003	 	2004	 	2003	
 	 	Outlook	 	Actual	 	Outlook	 	Actual	

GAAP EPS	
$	
0.81 - 0.91	
$	
0.60	
$	
2.52 - 2.62	
$	
1.89	
Adjustments:	 	 	 	 	 	 	 	 	
     Special charges	 	0.18	 	0.31	 	0.74	 	0.82	
     Gain on sale of businesses	 	-	 	-	 	(0.01)	 	(0.09)	
     Special charges included in discontinued
          operations, net of income taxes		
-		
-		
-		
0.17	

EPS as adjusted	
$	
0.99 - 1.09	
$	
0.91	
$	
3.25 - 3.35	
$	
2.79	

 	 	
Third Quarter	 	September
Year-to-Date	 	
Full Year	
 	 	2004	 	2003	 	2004	 	2003	 	2004	 	2003	
 	 	Actual	 	Actual	 	Actual	 	Actual	 	Outlook	 	Actual	

Cash flow from operations - GAAP	
$	
360	
$	
145	
$	
805	
$	
300	
$	
805 - 905	
$	
681	
     Capital expenditures and lease
          additions		
(82)		
(80)		
(228)		
(198)		
(330)		
(310)	
     Proceeds on sale of fixed assets	 	10	 	12	 	37	 	41	 	45	 	55	

Free cash flow after restructuring		
288		
77		
614		
143		
520 - 620		
426	

After-tax cash used for restructuring
     activities	

21	

15	

55	

40	

80	

57	

Free cash flow before restructuring
     - as adjusted	

$	

309	

$	

92	

$	

669	

$	

183	

$	

600 - 700	

$	

483	

Exhibit 99.2
October 20, 2004
 
NOTICE OF BLACKOUT PERIOD TO DIRECTORS
AND EXECUTIVE OFFICERS OF TEXTRON INC.
You are receiving this notice to advise you that your ability to trade securities of Textron Inc. will be significantly restricted from November 24, 2004, to December 3, 2004 .
The transition by the Textron Savings Plan (the "TSP") of administration, recordkeeping and trustee services from Putnam Investments to Fidelity Investments on December 1, 2004, will necessitate a blackout period that will begin at 3:00 p.m. on November 24, 2004, and is expected to end on December 3, 2004 (the "Blackout Period"). (If the ending date of the Blackout Period changes, you will be notified.) During the Blackout Period, TSP participants will be unable to direct or diversify their investments in the TSP and will not, among other things, be able to obtain a loan, withdrawal or distribution from the TSP.
Since the TSP includes Textron common stock as an investment option, Section 306(a) of the Sarbanes-Oxley Act and Section 101(a) of Regulation BTR prohibit each director and executive officer of Textron Inc. ("Textron") from, directly or indirectly, purchasing, selling or otherwise acquiring or transferring any equity security of Textron during the Blackout Period if the director or executive officer acquires or previously acquired the equity security in connection with service or employment as a director or executive officer. These restrictions apply whether or not the director or executive officer participates in the TSP. Currently, the executive officers of Textron are the members of the Management Committee. Textron's equity securities includes Textron common stock, stock options exercisable for Textron common stock and preferred stock convertible into Textron common stock.
Consequently, during the Blackout Period, you may not purchase, sell or otherwise acquire or transfer any equity security of Textron (or exercise any Textron stock options) that you acquired in connection with your service as a director or executive officer of Textron. Please note that any securities of Textron that you acquire, sell, or transfer during the Blackout Period will be considered to have been acquired in connection with your service or employment as a director or executive officer, unless you can establish that the securities were acquired from another source.
There are a limited number of exceptions to the restrictions described above, and certain types of transactions continue to be permitted during the Blackout Period. These permitted transactions generally are those over which you have no control, such as shares of Textron stock that you may inherit during the Blackout Period. For more information about these exceptions, or if you have any other questions about this notice, please contact Michael Cahn, Textron Inc., 40 Westminster Street, Providence, RI 02903, telephone number (401) 457-2231.