Sec Form 4 Filing - FRANKLIN CHARLES E @ RAYTHEON CO/ - 2007-02-06

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 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 FRANKLIN CHARLES E 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 (MM/DD/YY) 02/06/2007 (Street) WALTHAM, MA02451 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 02/06/2007 M 7,667 A $ 31.815 13,555 D Common Stock 02/06/2007 M 10,134 A $ 32.315 23,689 D Common Stock 02/06/2007 M 12,000 A $ 44.45 35,689 D Common Stock 02/06/2007 M 8,100 A $ 29.48 43,789 D Common Stock 02/06/2007 M 4,000 A $ 31.445 47,789 D Common Stock 02/06/2007 S 41,901 D $ 54.9162 5,888 D Common Stock 4,137 ( 1 ) I 401(k)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securitie s) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 $ 44.45 02/06/2007 M 4,000 05/13/2003 05/13/2012 Common Stock 4,000 $ 0 5,751 D Employee Stock Option $ 44.45 02/06/2007 M 4,000 05/13/2004 05/13/2012 Common Stock 4,000 $ 0 1,751 D Employee Stock Option $ 44.45 02/06/2007 M 1,751 05/13/2005 05/13/2012 Common Stock 1,751 $ 0 0 D Employee Stock Option $ 44.45 02/06/2007 M 2,249 05/13/2005 05/12/2012 Common Stock 2,249 $ 0 0 D Employee Stock Option $ 31.445 02/06/2007 M 820 05/14/2006 05/14/2013 Common Stock 820 $ 0 0 D Employee Stock Option $ 31.445 02/06/2007 M 3,180 05/14/2006 05/13/2013 Common Stock 3,180 $ 0 0 D Performance Stock Option $ 31.815 02/06/2007 M 7,667 10/27/2006( 2 ) 01/24/2011 Common Stock 7,667 $ 0 0 D Performance Stock Option $ 32.315 02/06/2007 M 10,134 01/03/2007( 3 ) 01/23/2012 Common Stock 10,134 $ 0 0 D Performance Stock Option $ 29.48 02/06/2007 M 8,100 09/13/2006( 4 ) 01/22/2013 Common Stock 8,100 $ 0 8,100 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FRANKLIN CHARLES E 870 WINTER STREET WALTHAM, MA02451 Vice President Signatures Charles E. Franklin 02/08/2007 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Person indirectly beneficially owns 4,137 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 $55.23, the closing price of the Issuer's Common Stock on February 6, 2007. ( 2 )The options become 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. ( 3 )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. ( 4 )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.

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).

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