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 *
GOGLIA RICHARD A
   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 Treasurer
(Last)
(First)
(Middle)
870 WINTER STREET		 3. Date of Earliest Transaction (Month/Day/Year)
03/12/2007
(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 03/12/2007   M   13,733 A $ 29.48 47,062 D  
Common Stock 03/12/2007   M   17,800 A $ 32.315 64,862 D  
Common Stock 03/12/2007   M   8,667 A $ 31.815 73,529 D  
Common Stock 03/12/2007   M   9,000 A $ 31.445 82,529 D  
Common Stock 03/12/2007   S   49,200 D $ 52.8663 33,329 D  
Common Stock 03/12/2007   S   3,200 D $ 52.7794 30,129 D  
Common Stock               3,546 (1) I 401(k)

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
Performance Stock Option $ 29.48 03/12/2007   M     13,733 09/13/2006(2) 01/22/2013 Common Stock 13,733 $ 0 6,867 D  
Performance Stock Option $ 32.315 03/12/2007   M     17,800 01/03/2007(3) 01/23/2012 Common Stock 17,800 $ 0 0 D  
Performance Stock Option $ 31.815 03/12/2007   M     8,667 10/27/2006(4) 01/24/2011 Common Stock 8,667 $ 0 0 D  
Employee Stock Option $ 31.445 03/12/2007   M     3,180 05/14/2006 05/13/2013 Common Stock 3,180 $ 0 0 D  
Employee Stock Option $ 31.445 03/12/2007   M     4,000 05/14/2005 05/14/2013 Common Stock 4,000 $ 0 1,820 D  
Employee Stock Option $ 31.445 03/12/2007   M     1,820 05/14/2006 05/14/2013 Common Stock 1,820 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
GOGLIA RICHARD A
870 WINTER STREET
WALTHAM, MA 02451		       Vice President and Treasurer  

Signatures

 Richard A. Goglia   03/13/2007
**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 3,546 shares of the Issuer's Common Stock based on funds in the Reporting Person's Savings and Investment Plan/Excess Savings Plan Account divided by $53.06, the closing price of the Issuer's Common Stock on March 12, 2007.
(2) The options become exercisable in three equal installments. The first installment became exercisable on December 2, 2004, upon the Issuer's Common Stock sustaining (for a period of twenty (20) trading days) a market price of at least $36.85 per share; the second installment became exercisable on September 13, 2006, upon the Issuer's Common Stock sustaining a market price of at least $46.063 per share; and the third installment becomes exercisable upon the date that the Issuer's Common Stock sustains a market price of at least $57.578 per share. Notwithstanding the foregoing vesting schedule, all shares under option shall become exercisable upon the sixth anniversary of the grant date.
(3) The options become exercisable in three equal installments. The first installment became exercisable on May 16, 2002, upon the Issuer's Common Stock sustaining (for a period of twenty (20) consecutive trading days) a market price of at least $39.10 per share; the second installment became exercisable on May 17, 2006, upon the Issuer's Common Stock sustaining a market price of at least $44.965 per share; and the third installment became exercisable on January 3, 2007, upon the Issuer's Common Stock sustaining a market price of at least $51.71 per share.
(4) The options become exercisable in three equal installments. The first installment became exercisable on February 28, 2002, upon the Issuer's Common Stock sustaining (for a period of twenty (20) consecutive trading days) a market price of at least $36.59 per share; the second installment became exercisable on May 29, 2002 upon the Issuer's Common Stock sustaining a market price of at least $42.08 per share; and the third installment became exercisable on October 27, 2006 upon the Issuer's Common Stock sustaining a market price of at least $48.39 per share.

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