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

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person * CULLIGAN THOMAS M   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) Senior Vice President (Last) (First) (Middle) 870 WINTER STREET 3. Date of Earliest Transaction (Month/Day/Year) 03/15/2007 (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 03/15/2007   M   50,000 A $ 29.685 115,334 D   Common Stock 03/15/2007   M   45,000 A $ 44.45 160,334 D   Common Stock 03/15/2007   M   30,000 A $ 31.445 190,334 D   Common Stock 03/15/2007   M   6,500 A $ 29.685 196,834 D   Common Stock 03/15/2007   M   11,333 A $ 32.315 208,167 D   Common Stock 03/15/2007   M   12,966 A $ 29.48 221,133 D   Common Stock 03/15/2007   S   155,799 D $ 52.1677 65,334 D   Common Stock               2,983 (1) I 401(k)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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

$ 29.685

03/15/2007

M

10,104

05/23/2004(2)

05/22/2011

Common Stock

10,104

$ 0

0

D

Employee Stock Option

$ 29.685

03/15/2007

M

39,896

05/23/2004(2)

05/23/2011

Common Stock

39,896

$ 0

0

D

Employee Stock Option

$ 44.45

03/15/2007

M

42,751

05/13/2005(3)

05/13/2012

Common Stock

42,751

$ 0

0

D

Employee Stock Option

$ 44.45

03/15/2007

M

2,249

05/13/2005

05/12/2012

Common Stock

2,249

$ 0

0

D

Employee Stock Option

$ 31.445

03/15/2007

M

26,820

05/14/2006(4)

05/14/2013

Common Stock

26,820

$ 0

0

D

Employee Stock Option

$ 31.445

03/15/2007

M

3,180

05/14/2006

05/13/2013

Common Stock

3,180

$ 0

0

D

Performance Stock Option

$ 29.685

03/15/2007

M

6,500

02/22/2002(5)

05/23/2011

Common Stock

6,500

$ 0

13,000

D

Performance Stock Option

$ 32.315

03/15/2007

M

11,333

05/16/2002(6)

01/23/2012

Common Stock

11,333

$ 0

22,667

D

Performance Stock Option

$ 29.48

03/15/2007

M

12,966

12/02/2004(7)

01/22/2013

Common Stock

12,966

$ 0

25,934

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
CULLIGAN THOMAS M 870 WINTER STREET WALTHAM, MA 02451			Senior Vice President

Signatures

Jay B. Stephens, Attorney-in-fact		03/19/2007
**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 2,983 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 $52.64, the closing price of the Issuer's Common Stock on March 15, 2007.
(2)	The options became exercisable in three annual installments beginning on May 23, 2002.
(3)	The options became exercisable in three annual installments beginning on May 13, 2003.
(4)	The options became exercisable in three annual installments beginning on May 14, 2004.
(5)	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.
(6)	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.
(7)	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.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.