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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1. Name and Address of Reporting Person * KEEBAUGH MICHAEL D   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 (Last) (First) (Middle) 870 WINTER STREET 3. Date of Earliest Transaction (Month/Day/Year) 09/28/2007 (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 09/28/2007   M   7,322 (1) A $ 19.375 89,505 D   Common Stock 09/28/2007   M   3,368 (1) A $ 29.685 92,873 D   Common Stock 09/28/2007   M   2,249 (1) A $ 44.45 95,122 D   Common Stock 09/28/2007   M   3,180 (1) A $ 31.445 98,302 D   Common Stock 09/28/2007   S   8,800 (1) D $ 64.1414 89,502 D   Common Stock               1,278 (2) I 401(k)

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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

Employee Stock Option

$ 19.375

09/28/2007

M

7,322

02/25/2003(3)

02/24/2010

Common Stock

7,322

$ 0

0

D

Employee Stock Option

$ 29.685

09/28/2007

M

3,368

05/23/2004

05/22/2011

Common Stock

3,368

$ 0

0

D

Employee Stock Option

$ 44.45

09/28/2007

M

2,249

05/13/2005

05/12/2012

Common Stock

2,249

$ 0

0

D

Employee Stock Option

$ 31.445

09/28/2007

M

3,180

05/14/2006

05/13/2013

Common Stock

3,180

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
KEEBAUGH MICHAEL D 870 WINTER STREET WALTHAM, MA 02451			Vice President

Signatures

Dana Ng, Attorney-in-fact		10/02/2007
**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 stock option exercises and sale reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 28, 2007.
(2)	The Reporting Person indirectly beneficially owns 1,278 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 $63.82, the closing price of the Issuer's Common Stock on September 28, 2007.
(3)	The option became exercisable in two annual installments beginning on February 25, 2002.

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