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 * RHOADS REBECCA R   2. Issuer Name and Ticker or Trading Symbol RAYTHEON CO/ [RTN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Vice President and CIO (Last) (First) (Middle) 870 WINTER STREET 3. Date of Earliest Transaction (Month/Day/Year) 02/08/2007 (Street) WALTHAM, MA 02451 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 02/08/2007   M   942 A $ 46.0615 21,130 D   Common Stock 02/08/2007   M   3,080 A $ 19.375 24,210 D   Common Stock 02/08/2007   M   15,000 A $ 29.685 39,210 D   Common Stock 02/08/2007   M   11,400 A $ 29.685 50,610 D   Common Stock 02/08/2007   S   30,422 D $ 54.7359 20,188 D   Common Stock 02/09/2007   I   1,401 D $ 54.63 1,291 (1) I 401(k)

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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

$ 46.0615

02/08/2007

M

471

05/01/1998

05/02/2007

Common Stock

471

$ 0

471

D

Employee Stock Option

$ 46.0615

02/08/2007

M

471

05/01/1999

05/02/2007

Common Stock

471

$ 0

0

D

Employee Stock Option

$ 19.375

02/08/2007

M

2,000

02/25/2003

02/24/2010

Common Stock

2,000

$ 0

0

D

Employee Stock Option

$ 19.375

02/08/2007

M

1,080

02/25/2001

02/25/2010

Common Stock

1,080

$ 0

0

D

Employee Stock Option

$ 29.685

02/08/2007

M

2,937

05/23/2002

05/23/2011

Common Stock

2,937

$ 0

4,569

D

Employee Stock Option

$ 29.685

02/08/2007

M

2,937

05/23/2003

05/23/2011

Common Stock

2,937

$ 0

1,632

D

Employee Stock Option

$ 29.685

02/08/2007

M

1,632

05/23/2004

05/23/2011

Common Stock

1,632

$ 0

0

D

Employee Stock Option

$ 29.685

02/08/2007

M

2,063

05/23/2002

05/22/2011

Common Stock

2,063

$ 0

5,431

D

Employee Stock Option

$ 29.685

02/08/2007

M

2,063

05/23/2003

05/22/2011

Common Stock

2,063

$ 0

3,368

D

Employee Stock Option

$ 29.685

02/08/2007

M

3,368

05/23/2004

05/22/2011

Common Stock

3,368

$ 0

0

D

Performance Stock Option

$ 29.685

02/08/2007

M

11,400

09/11/2006(2)

05/23/2011

Common Stock

11,400

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
RHOADS REBECCA R 870 WINTER STREET WALTHAM, MA 02451			Vice President and CIO

Signatures

Rebecca R. Rhoads		02/12/2007
**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 Reporting Person indirectly beneficially owns 1,291 shares of the Issuer's Common Stock based on funds in the Reporting Person's Excess Savings Plan Account divided by $54.63, the closing price of the Issuer's Common Stock on February 9, 2007.
(2)	The options become exercisable in three equal installments. The first installment became exercisable on February 22, 2002, upon the Issuer's Common Stock sustaining (for a period of twenty (20) consecutive trading days) a market price of at least $34.14 per share; the second installment became exercisable on May 16, 2002, upon the Issuer's Common Stock sustaining a market price of at least $39.26 per share; and the third installment became exercisable on September 11, 2006, upon the Issuer's Common Stock sustaining a market price of at least $45.15 per share.

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