Edgar Filing: RAYTHEON CO/

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 ^*

PEDEN KEITH J

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)
11/17/2009

(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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/17/2009		M		37,900 ⁽¹⁾	A	$ 19.375	161,224	D
Common Stock	11/17/2009		M		13,000 ⁽¹⁾	A	$ 31.815	174,224	D
Common Stock	11/17/2009		M		11,000 ⁽¹⁾	A	$ 26.955	185,224	D
Common Stock	11/17/2009		M		40,000 ⁽¹⁾	A	$ 29.685	225,224	D
Common Stock	11/17/2009		M		28,100 ⁽¹⁾	A	$ 32.315	253,324	D
Common Stock	11/17/2009		M		30,000 ⁽¹⁾	A	$ 44.45	283,324	D
Common Stock	11/17/2009		M		35,400 ⁽¹⁾	A	$ 29.48	318,724	D
Common Stock	11/17/2009		M		25,000 ⁽¹⁾	A	$ 31.445	343,724	D
Common Stock	11/17/2009		S		220,400 ⁽¹⁾	D	$ 50	123,324	D
Common Stock								4,504 ⁽²⁾	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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option

$ 19.375

11/17/2009

3,022

02/25/2003

02/24/2010

Common Stock

3,022

$ 0

Employee Stock Option

$ 19.375

11/17/2009

13,678

02/25/2003⁽³⁾

02/25/2010

Common Stock

13,678

$ 0

Employee Stock Option

$ 29.685

11/17/2009

3,368

05/23/2004

05/22/2011

Common Stock

3,368

$ 0

Employee Stock Option

$ 29.685

11/17/2009

36,632

05/23/2004⁽⁴⁾

05/23/2011

Common Stock

36,632

$ 0

Employee Stock Option

$ 44.45

11/17/2009

2,249

05/13/2005

05/12/2012

Common Stock

2,249

$ 0

Employee Stock Option

$ 44.45

11/17/2009

27,751

05/13/2005⁽⁵⁾

05/13/2012

Common Stock

27,751

$ 0

Employee Stock Option

$ 31.445

11/17/2009

3,180

05/14/2006

05/13/2013

Common Stock

3,180

$ 0

Performance Stock Option

$ 31.445

11/17/2009

21,820

05/14/2006⁽⁶⁾

05/14/2013

Common Stock

21,820

$ 0

Performance Stock Option

$ 19.375

11/17/2009

21,200

02/22/2002⁽⁷⁾

02/25/2010

Common Stock

21,200

$ 0

Performance Stock Option

$ 31.815

11/17/2009

13,000

10/27/2006⁽⁸⁾

01/24/2011

Common Stock

13,000

$ 0

Performance Stock Option

$ 26.955

11/17/2009

11,000

05/28/2002⁽⁹⁾

03/26/2011

Common Stock

11,000

$ 0

Performance Stock Option

$ 32.315

11/17/2009

28,100

01/03/2007⁽¹⁰⁾

01/23/2012

Common Stock

28,100

$ 0

Performance Stock Option

$ 29.48

11/17/2009

35,400

09/19/2007⁽¹¹⁾

01/22/2013

Common Stock

35,400

$ 0

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
PEDEN KEITH J 870 WINTER STREET WALTHAM, MA 02451			Senior Vice President

Signatures

Dana Ng, Attorney-in-fact		11/19/2009
^**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 stock option exercises and sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 26, 2009.
(2)	The Reporting Person indirectly beneficially owns 4,504 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 $50.21, the closing price of the Issuer's Common Stock on November 17, 2009.
(3)	The options became exercisable in three annual installments beginning on February 25, 2001.
(4)	The options became exercisable in three annual installments beginning on May 23, 2002.
(5)	The options became exercisable in three annual installments beginning on May 13, 2003.
(6)	The options became exercisable in three annual installments beginning on May 14, 2004.
(7)	The options became exercisable in three equal installments. The first installment became exercisable on August 25, 2000, upon the Issuer's Common Stock sustaining (for a period of twenty (20) consecutive trading days) a market price of at least $23.27 per share; the second installment became exercisable on October 30, 2000, upon the Issuer's Common Stock sustaining a market price of at least $27.91 per share; and the third installment became exercisable on February 22, 2002, upon the Issuer's Common Stock sustaining a market price of at least $33.49 per share.
(8)	The options became 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.
(9)	The options became exercisable in three equal installments. The first installment became exercisable on October 12, 2001, upon the Issuer's Common Stock sustaining (for a period of twenty (20) trading days) a market price of at least $31.00 per share; the second installment became exercisable on February 26, 2002, upon the Issuer's Common Stock sustaining a market price of at least $35.65 per share; and the third installment became exercisable on May 28, 2002, upon the Issuer's Common Stock sustaining a market price of at least $41.00 per share.
(10)	The options became 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.
(11)	The options became 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 became exercisable on September 19, 2007, upon the Issuer's Common Stock sustaining a market price of at least $57.578 per share.

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