SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SHELTON GREGORY S

(Last)

(First)

(Middle)

870 WINTER STREET

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/19/2004

4. If Amendment, Date of 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

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	11/19/2004		M		3,000	A	$19.375	10,000	D
Common Stock	11/19/2004		M		368	A	$29.685	10,368	D
Common Stock	11/19/2004		M		1,409	A	$29.685	11,777	D
Common Stock	11/19/2004		M		1,410	A	$29.685	13,187	D
Common Stock	11/19/2004		M		3,000	A	$29.685	16,187	D
Common Stock	11/19/2004		M		1,591	A	$29.685	17,778	D
Common Stock	11/19/2004		M		1,590	A	$29.685	19,368	D
Common Stock	11/19/2004		M		5,000	A	$29.685	24,368	D
Common Stock	11/19/2004		M		5,000	A	$29.685	29,368	D
Common Stock	11/19/2004		M		4,632	A	$29.685	34,000	D
Common Stock	11/19/2004		S		27,000	D	$38.9064	7,000	D
Common Stock								5,054⁽¹⁾	I	401(k)

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option	$19.375	11/19/2004		M			3,000	02/25/2003	02/24/2010	Common Stock	3,000	$0	67,648	D
Employee Stock Option	$29.685	11/19/2004		M			368	05/23/2004	05/22/2011	Common Stock	368	$0	67,280	D
Employee Stock Option	$29.685	11/19/2004		M			1,409	05/23/2002	05/22/2011	Common Stock	1,409	$0	65,871	D
Employee Stock Option	$29.685	11/19/2004		M			1,410	05/23/2003	05/22/2011	Common Stock	1,410	$0	64,461	D
Employee Stock Option	$29.685	11/19/2004		M			3,000	05/23/2004	05/22/2011	Common Stock	3,000	$0	61,461	D
Employee Stock Option	$29.685	11/19/2004		M			1,591	05/23/2002	05/23/2011	Common Stock	1,591	$0	59,870	D
Employee Stock Option	$29.685	11/19/2004		M			1,590	05/23/2003	05/23/2011	Common Stock	1,590	$0	58,280	D
Employee Stock Option	$29.685	11/19/2004		M			5,000	05/23/2002	05/23/2011	Common Stock	5,000	$0	53,280	D
Employee Stock Option	$29.685	11/19/2004		M			5,000	05/23/2003	05/23/2011	Common Stock	5,000	$0	48,280	D
Employee Stock Option	$29.685	11/19/2004		M			4,632	05/23/2004	05/23/2011	Common Stock	4,632	$0	43,648	D

Explanation of Responses:

1. The Reporting Person indirectly beneficially owns 5,054 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 $38.84, the closing price of the Issuer's Common Stock on November 19, 2004.

Remarks:

	John W. Kapples, Attorney-in-fact	11/23/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.