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 *
SWANSON WILLIAM H
   2. Issuer Name and Ticker or Trading Symbol
RAYTHEON CO/ [RTN] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman and CEO
(Last)
(First)
(Middle)
870 WINTER STREET		 3. Date of Earliest Transaction (Month/Day/Year)
06/26/2009
(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)
Code V Amount (A) or (D) Price
Common Stock 06/26/2009   M   32,400 (1) A $ 31.815 801,099 D  
Common Stock 06/26/2009   S   32,400 (1) D $ 45.0139 (2) 768,699 D  
Common Stock 06/29/2009   M   10,600 (1) A $ 31.815 779,299 D  
Common Stock 06/29/2009   S   10,600 (1) D $ 45.0007 (3) 768,699 D  
Common Stock 06/29/2009   M   100,000 (1) A $ 31.94 868,699 D  
Common Stock 06/29/2009   S   100,000 (1) D $ 45.0023 (3) 768,699 D  
Common Stock 06/29/2009   M   56,100 (1) A $ 32.315 824,799 D  
Common Stock 06/29/2009   S   56,100 (1) D $ 45.003 (3) 768,699 D  

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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 $ 31.815 06/26/2009   M     32,400 10/27/2006(4) 01/24/2011 Common Stock 32,400 $ 0 10,600 D  
Performance Stock Option $ 31.815 06/29/2009   M     10,600 10/27/2006(4) 01/24/2011 Common Stock 10,600 $ 0 0 D  
Employee Stock Option $ 31.94 06/29/2009   M     100,000 07/31/2005(5) 07/31/2012 Common Stock 100,000 $ 0 0 D  
Performance Stock Option $ 32.315 06/29/2009   M     56,100 01/03/2007(6) 01/23/2012 Common Stock 56,100 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
SWANSON WILLIAM H
870 WINTER STREET
WALTHAM, MA 02451		   X     Chairman and CEO  

Signatures

 Dana Ng, Attorney-in-fact   06/30/2009
**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 May 26, 2009.
(2) The reported price is based on a weighted average of multiple same-day transactions with prices ranging from $45.00 to $45.05 per share. Full information regarding the number of shares sold at each separate price is available to the Securities and Exchange Commission, the Issuer or any security holder of the Issuer upon request.
(3) The reported price is based on a weighted average of multiple same-day transactions with prices ranging from $45.00 to $45.0258 per share. Full information regarding the number of shares sold at each separate price is available to the Securities and Exchange Commission, the Issuer or any security holder of the Issuer upon request.
(4) 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.
(5) The options became exercisable in three annual installments beginning on July 31, 2003.
(6) 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.

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