<PAGE>
                                       1
                                             Registration No. 33-
    As filed with the Securities and Exchange Commission on March 7, 1997

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                   ----------
                                RAYTHEON COMPANY
               (Exact name of issuer as specified in its charter)


          DELAWARE                               04-1760395
(State or other jurisdiction of   (I.R.S. Employer Identification No.)
 incorporation or organization)

                141 Spring Street, Lexington, Massachusetts 02173
               (Address of Principal Executive Offices) (Zip Code)

                           DEFERRAL PLAN FOR DIRECTORS
                            (Full title of the plan)

                                 THOMAS D. HYDE
                       Vice President and General Counsel
                                RAYTHEON COMPANY
                                141 Spring Street
                         Lexington, Massachusetts 02173
                                 (617) 862-6600
                     (Name and Address of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
------------- ---------- -------------- -------------------- -----------------
   Title of                 Proposed     Proposed Maximum
  Securities    Amount       Maximum     Aggregate Offering       Amount of
    to be       to be    Offering Price  Registration Price*   Registration Fee
 Registered   Registered   Per Share*
------------- ---------- -------------- -------------------  -----------------
Common Stock,
$1.00 par     54,868       $465.6875*       $2,561,649.75*         $776.26
value per     shares
share
------------ ----------- --------------- ------------------- -----------------
---------------
* This  estimate  is made  pursuant  to Rule  457(h)  solely for the  purpose of
determining  the  registration  fee.  It is not  known how many  shares  will be
purchased  under the plan or at what price such  shares will be  purchased.  The
above  calculation  is based on the  average  of the high and low  prices of the
Registrant's Common Stock as reported on the New York Stock Exchange on March 5,
1997.

In addition,  pursuant to Rule 416(c)  under the  Securities  Act of 1933,  this
Registration  Statement also covers an  indeterminate  number of interests to be
offered pursuant to the employee benefit plan described herein.


<PAGE>
                                       2

                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.  Incorporation of Documents by Reference

         The following  documents filed by Raytheon  Company (the  "Registrant")
with  the  Securities  and  Exchange  Commission  (the  "SEC")  pursuant  to the
Securities  Exchange Act of 1934, as amended (the  "Exchange  Act"),  are hereby
incorporated by reference in this Registration  Statement:  (1) the Registrant's
Annual Report on Form 10-K for the fiscal year ended  December 31, 1995; (2) the
Registrant's  Quarterly Report on Form 10-Q for the period ended March 31, 1996;
(3) the Registrant's Quarterly Report on Form 10-Q for the period ended June 30,
1996; (4) the  Registrant's  Quarterly  Report on Form 10-Q for the period ended
September  29, 1996;  (5) the  Registrant's  Current  Report on Form 8-K,  dated
January 6, 1997; (6) the  Registrant's  Current Report on Form 8-K dated January
17, 1997; (7) all reports previously filed by the Registrant pursuant to Section
13(a) or  15(d)  of the  Exchange  Act  since  December  31,  1995;  and (8) the
description  of the Common  Stock  contained  in the  Registrant's  registration
statement filed with the SEC under Section 12(g) of the Exchange Act,  including
any amendment or report filed for the purpose of updating such description.

         In  addition,  all  documents  subsequently  filed  by  the  Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all of such securities then remaining
unsold,  shall be deemed to be incorporated by reference into this  Registration
Statement and to be a part hereof from the date of filing of such documents. Any
statement  contained  herein  or in a  document,  all or a  portion  of which is
incorporated or deemed to be incorporated by reference  herein,  shall be deemed
to be modified or superseded for purposes of this Registration  Statement to the
extent  that a statement  contained  herein or in any other  subsequently  filed
document or portion  thereof  which also is or is deemed to be  incorporated  by
reference  herein modifies or supersedes  such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts or Counsel

         Not applicable.


<PAGE>
                                       3

Item 6.  Indemnification of Directors and Officers

         Section  145 of the General Corporation Law of the State of Delaware
reads as follows:

         "(a) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(other  than an action by or in the right of the  corporation)  by reason of the
fact  that  he  is or  was  a  director,  officer,  employee  or  agent  of  the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in connection  with such action,  suit or proceeding if he acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the best interest of the  corporation,  and, with respect to any criminal action
or proceeding,  had no reasonable cause to believe his conduct was unlawful. The
termination of any action,  suit or proceeding by judgment,  order,  settlement,
conviction,  or upon a plea of nolo contendere or its equivalent,  shall not, of
itself,  create a presumption that the person did not act in good faith and in a
manner  which  he  reasonably  believed  to be in or not  opposed  to  the  best
interests  of the  corporation  and,  with  respect  to any  criminal  action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

         (b) A corporation  may indemnify any person who was or is a party or is
threatened to be made a party to any threatened,  pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise against expenses (including attorneys' fees)
actually  and  reasonably  incurred  by him in  connection  with the  defense or
settlement  of such  action or suit if he acted in good faith and in a manner he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation and except that no  indemnification  shall be made in respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable  to the  corporation  unless  and only to the  extent  that the  Court of
Chancery or the court in which such action or suit was brought  shall  determine
upon application that,  despite the adjudication or liability but in view of all
the circumstances of the case, such person is fairly and reasonably  entitled to
indemnity  for such  expenses  which the Court of  Chancery  or such other court
shall deem proper.

         (c) To the extent  that a  director,  officer,  employee  or agent of a
corporation  has been  successful  on the merits or  otherwise in defense of any
action,  suit  or  proceeding  referred  to in  subsections  (a) and (b) of this
section,  or in  defense  of any  claim,  issue or matter  therein,  he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

<PAGE>
                                       4

         (d) Any  indemnification  under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation  only as authorized
in the specific case upon a determination that  indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable  standard  of conduct  set forth in  subsections  (a) and (b) of this
section.  Such  determination  shall be made (1) by the board of  directors by a
majority  vote of the  directors  who are not  parties to such  action,  suit or
proceeding,  even  though  less  than a  quorum,  or (2) if  there  are no  such
directors,  or if such directors so direct,  by  independent  legal counsel in a
written opinion, or (3) by the stockholders.

         (e)  Expenses  (including  attorneys'  fees)  incurred by an officer or
director in  defending  any civil,  criminal,  administrative  or  investigative
action,  suit or  proceeding  may be paid by the  corporation  in advance of the
final  disposition  of  such  action,  suit or  proceeding  upon  receipt  of an
undertaking  by or on behalf of such director or officer to repay such amount if
it shall  ultimately be determined  that he is not entitled to be indemnified by
the  corporation  as  authorized  in  this  section.  Such  expenses  (including
attorneys' fees) incurred by other employees and agents may be so paid upon such
terms and conditions, if any, as the board of directors deems appropriate.

         (f) The  indemnification  and  advancement of expenses  provided by, or
granted  pursuant to, the other  subsections of this section shall not be deemed
exclusive  of any  other  rights  to  which  those  seeking  indemnification  or
advancement  of expenses  may be entitled  under any bylaw,  agreement,  vote of
stockholders or disinterested directors, or otherwise,  both as to action in his
official  capacity  and as to action in  another  capacity  while  holding  such
office.

         (g) A corporation  shall have power to purchase and maintain  insurance
on behalf of any person who is or was a director,  officer, employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise  against any liability  asserted against him
and incurred by him in any such capacity,  or arising out of his status as such,
whether or not the  corporation  would have the power to  indemnify  him against
such liability under this section.

         (h) For purposes of this section, references to "the corporation" shall
include, in addition to the resulting corporation,  any constituent  corporation
(including  any  constituent of a constituent)  absorbed in a  consolidation  or
merger which, if its separate existence had continued,  would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any  person  who is or was a  director,  officer,  employee  or  agent  of  such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director,  officer,  employee or agent of another  corporation,
partnership,  joint venture, trust or other enterprise,  shall stand in the same
position  under  this  section  with  respect  to  the  resulting  or  surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.

<PAGE>
                                       5

         (i) For purposes of this  section,  references  to "other  enterprises"
shall include  employee  benefit plans,  references to "fines" shall include any
excise taxes assessed on a person with respect to any employee benefit plan; and
references  to  "serving at the request of the  corporation"  shall  include any
service as a  director,  officer,  employee  or agent of the  corporation  which
imposes duties on, or involves services by, such director,  officer, employee or
agent  with  respect  to  any  employee   benefit  plan,  its   participants  or
beneficiaries;  and a  person  who  acted  in  good  faith  and in a  manner  he
reasonably  believed to be in the interest of the participants and beneficiaries
of an  employee  benefit  plan  shall be  deemed to have  acted in a manner  not
opposed to the " best  interests  of the  corporation"  as  referred  to in this
section.

         (j) The  indemnification  and  advancement of expenses  provided by, or
granted  pursuant  to,  this  section  shall,  unless  otherwise  provided  when
authorized or ratified, continue as to a person who has ceased to be a director,
officer,  employee  or agent  and  shall  inure  to the  benefit  of the  heirs,
executors and administrators of such a person.

         (k) The Court of Chancery is hereby vested with exclusive  jurisdiction
to hear and determine all actions for advancement of expenses or indemnification
brought under this section or under any bylaw,  agreement,  vote of stockholders
or disinterested  directors,  or otherwise.  The Court of Chancery may summarily
determine a corporation's  obligations to advance expenses (including attorneys'
fees.)"

         Article 7 of the  Registrant's  Amended and Restated Bylaws provides as
follows:

         Each person who is or was a director or officer of the Corporation (and
the heirs,  executors  or  administrators  of such  person) who is or was made a
party to, or is or was involved in, any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact  that such  person is or was a  director  or  officer  of the
Corporation  or is or was  serving  at the  request  or for the  benefit  of the
Corporation as a director,  officer,  employee or agent of another  corporation,
partnership,  joint venture,  trust, employee benefit plan, or other enterprise,
shall be held harmless and indemnified by the  Corporation  against any expense,
liability or loss (including,  without limitation,  judgments,  fines settlement
payments and the expense of legal  counsel)  incurred by such person in any such
capacity  to the  fullest  extent  permitted  by  applicable  law.  The right to
indemnification  conferred  in this  Article  shall also include the right to be
paid by the Corporation  the expenses  incurred in defending any such proceeding
in  advance  of  its  final  disposition  to the  fullest  extent  permitted  by
applicable law. The Corporation may provide  indemnification  to other employees
and  agents of the  Corporation  as may be  authorized  from time to time by the
Board of Directors to the fullest extent permitted by applicable law.

<PAGE>
                                       6

         The Corporation may purchase and maintain insurance, at its expense, to
protect  itself and any person who is or was a  director,  officer,  employee or
agent of the  Corporation,  or who is or was  serving at the  request or for the
benefit of the Corporation as a director,  officer, employee or agent of another
corporation,  partnership,  joint venture, trust, employee benefit plan or other
enterprise,  against any expense,  liability or loss  incurred by such person in
any such  capacity,  whether  or not the  Corporation  would  have the  power to
indemnify such person against such expense,  liability or loss under  applicable
law.

         The  rights  and  authority  conferred  in this  Article  shall  not be
exclusive  of any other  right  which any person may have or  hereafter  acquire
under any statute,  provision of the Certificate of  Incorporation  or Bylaws of
the Corporation,  agreement,  vote of stockholders or disinterested directors or
otherwise.

         Neither the  amendment  nor repeal of this  Article nor the adoption of
any provision of the  Certificate of  Incorporation  or Bylaws or of any statute
inconsistent  with this  Article  shall  eliminate  or reduce the effect of this
Article in respect of any acts or omissions  occurring  prior to such amendment,
repeal or adoption of an inconsistent provision.

         Subparagraph 11 of Article Ninth of  Registrant's  Amended and Restated
Certificate of Incorporation provides as follows:

         No  director  shall be  personally  liable  to the  Corporation  or its
stockholders  for  monetary  damages  for any breach of  fiduciary  duty by such
director as a director. Notwithstanding the foregoing sentence, a director shall
be  liable  to the  extent  provided  by  applicable  law (i) for  breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii) for acts
or omissions  not in good faith or which  involve  intentional  misconduct  or a
knowing  violation of law, (iii) pursuant to Section 174 of the Delaware General
Corporation  Law, or (iv) for any transaction from which the director derived an
improper personal benefit. If the Delaware  Corporation Law hereafter is amended
to  authorize,  with the  approval of the  Corporation's  stockholders,  further
reductions in the liability of a Corporation's directors for breach of fiduciary
duty, then a director of the Corporation shall not be liable for any such breach
to the fullest extent  permitted by the Delaware  Corporation Law as so amended.
No amendment to alter or repeal this  subparagraph 11 shall apply to or have any
effect on the liability or alleged  liability of any director of the Corporation
for or with respect to any acts or omissions of such director occurring prior to
amendment.

Item 7.  Exemption from Registration Claimed

         Not applicable.


<PAGE>
                                       7

Item 8.  Exhibits

         The following exhibits are part of this Registration Statement:

4.1  Raytheon  Company  Amended  and  Restated  Certificate  of  Incorporation,
     as  amended  through September  27,  1995, heretofore filed as an exhibit
     to  Raytheon's Form 10-Q for the quarter ended October 1, 1995, is hereby 
     incorporated by reference.

4.2  Raytheon  Company  Amended and  Restated  By-Laws,  heretofore filed as an 
     exhibit to Raytheon's Form 10-Q for the quarter ended October 1, 1995, are
     hereby incorporated by reference.

4.3  Raytheon Company Deferral Plan for Directors

5    Opinion of John W. Kapples as to the legality of the securities being
     registered.

23.1 Consent of John W. Kapples (included in Exhibit 5).

23.2 Consent of Coopers & Lybrand L.L.P.

24   Power of Attorney (included on the signature pages of the Registration 
     Statement).

Item 9.  Undertakings

         The undersigned Registrant hereby undertakes:

(1)      To file,  during any period in which  offers or sales are being made, a
         post-effective  amendment to this Registration Statement to include any
         material  information  with  respect  to the plan of  distribution  not
         previously  disclosed  in this  Registration  Statement or any material
         change to such information in this Registration Statement;

(2)      That, for the purpose of determining any liability under the Securities
         Act of 1933, each such post-effective amendment shall be deemed to be a
         new registration  statement relating to the securities offered therein,
         and the offering of such  securities at that time shall be deemed to be
         the initial bona fide offering thereof;

(3)      To  remove  from  registration  by  means  of a  post-effective 
         amendment  any  of the  securities being registered that remain unsold
         at the termination of the offering;



 (4)     That,  for purposes of determining  any liability  under the Securities
         Act of 1933, each filing of the Registrant's  annual report pursuant to
         Section  13(a) or 15(d) of the  Securities  Exchange  Act of 1934 (and,
         where  applicable,  each filing of an employee  benefit  plan's  annual
         report  pursuant to Section 15(d) of  Securities  Exchange Act of 1934)
         that is incorporated by reference in this Registration  Statement shall
         be deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof; and

<PAGE>
                                       8

 (5)     Insofar as indemnification for liabilities arising under the Securities
         Act of 1933 may be permitted  to  directors,  officers and  controlling
         persons of the  Registrant  pursuant to the  foregoing  provisions,  or
         otherwise,  the  Registrant has been advised that in the opinion of the
         Securities  and Exchange  Commission  such  indemnification  is against
         public  policy  as  expressed  in the  Securities  Act of 1933  and is,
         therefore, unenforceable. In the event that a claim for indemnification
         against such  liabilities  (other than the payment by the Registrant of
         expenses incurred or paid by a director,  officer or controlling person
         of the  Registrant  in the  successful  defense of any action,  suit or
         proceeding) is asserted by such director, officer or controlling person
         in connection  with the  securities  being  registered,  the Registrant
         will,  unless in the opinion of its counsel the matter has been settled
         by controlling precedent, submit to a court of appropriate jurisdiction
         the  question  whether  such  indemnification  by it is against  public
         policy as expressed in the  Securities Act of 1933 and will be governed
         by the final adjudication of such issue.

                             SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the Town of Lexington,  Commonwealth of  Massachusetts,  on
this 22nd day of January 1997.

                                      RAYTHEON COMPANY

                           By:  /s/ Christoph L. Hoffmann
                                    Christoph L. Hoffmann
                                    Executive Vice President, Law
                                    and Corporate Administration and
                                          Secretary



                                POWER OF ATTORNEY

         Each person whose  signature  appears  below hereby  appoints  Peter R.
D'Angelo and Christoph L.  Hoffmann,  and each of them singly,  acting alone and
without the other, his/her true and lawful  attorney-in-fact  with the authority
to execute in the name of each such person,  and to file with the Securities and
Exchange  Commission,  together  with any exhibits  thereto and other  documents
therewith,  any and all amendments (including without limitation  post-effective
amendments) to this Registration Statement on Form S-8 necessary or advisable to
enable the Registrant to comply with the Securities Act of 1933, as amended, and
any  rules,  regulations,  and  requirements  of  the  Securities  and  Exchange
Commission in respect  thereof,  which amendments may make such other changes in
the Registration Statement as the aforesaid  attorney-in-fact executing the same
deems appropriate.

<PAGE>
                                       9

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated.

      Signature                      Title                          Date

/s/ Dennis J. Picard         Chairman of the Board of        January 22, 1997
    Dennis J. Picard         Directors and Chief Executive   
                             Officer (Principal Executive
                             Officer)and Director

/s/ Peter R. D'Angelo        Executive Vice President, Chief January 22, 1997
    Peter R. D'Angelo        Financial Officer and Controller
                             (Principal Accounting Officer and
                             Principal Financial Officer)

/s/ Charles F. Adams              Director                   January 22, 1997
    Charles F. Adams

/s/ Francis H. Burr               Director                   January 22, 1997
    Francis H. Burr

/s/ Ferdinand Colloredo-Mansfeld  Director                   January 22, 1997
    Ferdinand Colloredo-Mansfeld

/s/ Theodore L. Eliot, Jr.        Director                   January 22, 1997
    Theodore L. Eliot, Jr.

/s/ John R. Galvin                Director                   January 22, 1997
    John R. Galvin

/s/ Barbara B. Hauptfuhrer        Director                   January 22, 1997
    Barbara B. Hauptfuhrer

/s/ Richard D. Hill               Director                   January 22, 1997
    Richard D. Hill

/s/ L. Dennis Kozlowski           Director                   January 22, 1997
    L. Dennis Kozlowski

/s/ James N. Land, Jr.            Director                   January 22, 1997
    James N. Land, Jr.

                                  Director                   January   , 1997
    A. Lowell Lawson

/s/ Thomas L. Phillips            Director                   January 22, 1997
    Thomas L. Phillips

/s/ Warren B. Rudman              Director                   January 22, 1997
    Warren B. Rudman

<PAGE>
                                       10
    Signature                      Title                            Date

/s/ Joseph J. Sisco               Director                   January 22, 1997
    Joseph J. Sisco

/s/ Alfred M. Zeien               Director                   January 22, 1997
    Alfred M. Zeien
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1
                                             Registration No. 33-
    As filed with the Securities and Exchange Commission on March 7, 1997

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                   ----------
                                RAYTHEON COMPANY
               (Exact name of issuer as specified in its charter)

          DELAWARE                               04-1760395
(State or other jurisdiction of   (I.R.S. Employer Identification No.)
 incorporation or organization)

                141 Spring Street, Lexington, Massachusetts 02173
               (Address of Principal Executive Offices) (Zip Code)

                           DEFERRAL PLAN FOR DIRECTORS
                            (Full title of the plan)

                                 THOMAS D. HYDE
                       Vice President and General Counsel
                                RAYTHEON COMPANY
                                141 Spring Street
                         Lexington, Massachusetts 02173
                                 (617) 862-6600
                     (Name and Address of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
------------- ---------- -------------- -------------------- -----------------
   Title of                 Proposed     Proposed Maximum
  Securities    Amount       Maximum     Aggregate Offering       Amount of
    to be       to be    Offering Price  Registration Price*   Registration Fee
 Registered   Registered   Per Share*
------------- ---------- -------------- -------------------  -----------------
Common Stock,
$1.00 par     54,868       $465.6875*       $2,561,649.75*         $776.26
value per     shares
share
------------ ----------- --------------- ------------------- -----------------
---------------
* This  estimate  is made  pursuant  to Rule  457(h)  solely for the  purpose of
determining  the  registration  fee.  It is not  known how many  shares  will be
purchased  under the plan or at what price such  shares will be  purchased.  The
above  calculation  is based on the  average  of the high and low  prices of the
Registrant's Common Stock as reported on the New York Stock Exchange on March 5,
1997.

In addition,  pursuant to Rule 416(c)  under the  Securities  Act of 1933,  this
Registration  Statement also covers an  indeterminate  number of interests to be
offered pursuant to the employee benefit plan described herein.
2

                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.  Incorporation of Documents by Reference

         The following  documents filed by Raytheon  Company (the  "Registrant")
with  the  Securities  and  Exchange  Commission  (the  "SEC")  pursuant  to the
Securities  Exchange Act of 1934, as amended (the  "Exchange  Act"),  are hereby
incorporated by reference in this Registration  Statement:  (1) the Registrant's
Annual Report on Form 10-K for the fiscal year ended  December 31, 1995; (2) the
Registrant's  Quarterly Report on Form 10-Q for the period ended March 31, 1996;
(3) the Registrant's Quarterly Report on Form 10-Q for the period ended June 30,
1996; (4) the  Registrant's  Quarterly  Report on Form 10-Q for the period ended
September  29, 1996;  (5) the  Registrant's  Current  Report on Form 8-K,  dated
January 6, 1997; (6) the  Registrant's  Current Report on Form 8-K dated January
17, 1997; (7) all reports previously filed by the Registrant pursuant to Section
13(a) or  15(d)  of the  Exchange  Act  since  December  31,  1995;  and (8) the
description  of the Common  Stock  contained  in the  Registrant's  registration
statement filed with the SEC under Section 12(g) of the Exchange Act,  including
any amendment or report filed for the purpose of updating such description.

         In  addition,  all  documents  subsequently  filed  by  the  Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all of such securities then remaining
unsold,  shall be deemed to be incorporated by reference into this  Registration
Statement and to be a part hereof from the date of filing of such documents. Any
statement  contained  herein  or in a  document,  all or a  portion  of which is
incorporated or deemed to be incorporated by reference  herein,  shall be deemed
to be modified or superseded for purposes of this Registration  Statement to the
extent  that a statement  contained  herein or in any other  subsequently  filed
document or portion  thereof  which also is or is deemed to be  incorporated  by
reference  herein modifies or supersedes  such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts or Counsel

         Not applicable.
3

Item 6.  Indemnification of Directors and Officers

         Section  145 of the General Corporation Law of the State of Delaware
reads as follows:

         "(a) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(other  than an action by or in the right of the  corporation)  by reason of the
fact  that  he  is or  was  a  director,  officer,  employee  or  agent  of  the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in connection  with such action,  suit or proceeding if he acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the best interest of the  corporation,  and, with respect to any criminal action
or proceeding,  had no reasonable cause to believe his conduct was unlawful. The
termination of any action,  suit or proceeding by judgment,  order,  settlement,
conviction,  or upon a plea of nolo contendere or its equivalent,  shall not, of
itself,  create a presumption that the person did not act in good faith and in a
manner  which  he  reasonably  believed  to be in or not  opposed  to  the  best
interests  of the  corporation  and,  with  respect  to any  criminal  action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

         (b) A corporation  may indemnify any person who was or is a party or is
threatened to be made a party to any threatened,  pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise against expenses (including attorneys' fees)
actually  and  reasonably  incurred  by him in  connection  with the  defense or
settlement  of such  action or suit if he acted in good faith and in a manner he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation and except that no  indemnification  shall be made in respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable  to the  corporation  unless  and only to the  extent  that the  Court of
Chancery or the court in which such action or suit was brought  shall  determine
upon application that,  despite the adjudication or liability but in view of all
the circumstances of the case, such person is fairly and reasonably  entitled to
indemnity  for such  expenses  which the Court of  Chancery  or such other court
shall deem proper.

         (c) To the extent  that a  director,  officer,  employee  or agent of a
corporation  has been  successful  on the merits or  otherwise in defense of any
action,  suit  or  proceeding  referred  to in  subsections  (a) and (b) of this
section,  or in  defense  of any  claim,  issue or matter  therein,  he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.
4

         (d) Any  indemnification  under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation  only as authorized
in the specific case upon a determination that  indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable  standard  of conduct  set forth in  subsections  (a) and (b) of this
section.  Such  determination  shall be made (1) by the board of  directors by a
majority  vote of the  directors  who are not  parties to such  action,  suit or
proceeding,  even  though  less  than a  quorum,  or (2) if  there  are no  such
directors,  or if such directors so direct,  by  independent  legal counsel in a
written opinion, or (3) by the stockholders.

         (e)  Expenses  (including  attorneys'  fees)  incurred by an officer or
director in  defending  any civil,  criminal,  administrative  or  investigative
action,  suit or  proceeding  may be paid by the  corporation  in advance of the
final  disposition  of  such  action,  suit or  proceeding  upon  receipt  of an
undertaking  by or on behalf of such director or officer to repay such amount if
it shall  ultimately be determined  that he is not entitled to be indemnified by
the  corporation  as  authorized  in  this  section.  Such  expenses  (including
attorneys' fees) incurred by other employees and agents may be so paid upon such
terms and conditions, if any, as the board of directors deems appropriate.

         (f) The  indemnification  and  advancement of expenses  provided by, or
granted  pursuant to, the other  subsections of this section shall not be deemed
exclusive  of any  other  rights  to  which  those  seeking  indemnification  or
advancement  of expenses  may be entitled  under any bylaw,  agreement,  vote of
stockholders or disinterested directors, or otherwise,  both as to action in his
official  capacity  and as to action in  another  capacity  while  holding  such
office.

         (g) A corporation  shall have power to purchase and maintain  insurance
on behalf of any person who is or was a director,  officer, employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise  against any liability  asserted against him
and incurred by him in any such capacity,  or arising out of his status as such,
whether or not the  corporation  would have the power to  indemnify  him against
such liability under this section.

         (h) For purposes of this section, references to "the corporation" shall
include, in addition to the resulting corporation,  any constituent  corporation
(including  any  constituent of a constituent)  absorbed in a  consolidation  or
merger which, if its separate existence had continued,  would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any  person  who is or was a  director,  officer,  employee  or  agent  of  such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director,  officer,  employee or agent of another  corporation,
partnership,  joint venture, trust or other enterprise,  shall stand in the same
position  under  this  section  with  respect  to  the  resulting  or  surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.
5

         (i) For purposes of this  section,  references  to "other  enterprises"
shall include  employee  benefit plans,  references to "fines" shall include any
excise taxes assessed on a person with respect to any employee benefit plan; and
references  to  "serving at the request of the  corporation"  shall  include any
service as a  director,  officer,  employee  or agent of the  corporation  which
imposes duties on, or involves services by, such director,  officer, employee or
agent  with  respect  to  any  employee   benefit  plan,  its   participants  or
beneficiaries;  and a  person  who  acted  in  good  faith  and in a  manner  he
reasonably  believed to be in the interest of the participants and beneficiaries
of an  employee  benefit  plan  shall be  deemed to have  acted in a manner  not
opposed to the " best  interests  of the  corporation"  as  referred  to in this
section.

         (j) The  indemnification  and  advancement of expenses  provided by, or
granted  pursuant  to,  this  section  shall,  unless  otherwise  provided  when
authorized or ratified, continue as to a person who has ceased to be a director,
officer,  employee  or agent  and  shall  inure  to the  benefit  of the  heirs,
executors and administrators of such a person.

         (k) The Court of Chancery is hereby vested with exclusive  jurisdiction
to hear and determine all actions for advancement of expenses or indemnification
brought under this section or under any bylaw,  agreement,  vote of stockholders
or disinterested  directors,  or otherwise.  The Court of Chancery may summarily
determine a corporation's  obligations to advance expenses (including attorneys'
fees.)"

         Article 7 of the  Registrant's  Amended and Restated Bylaws provides as
follows:

         Each person who is or was a director or officer of the Corporation (and
the heirs,  executors  or  administrators  of such  person) who is or was made a
party to, or is or was involved in, any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact  that such  person is or was a  director  or  officer  of the
Corporation  or is or was  serving  at the  request  or for the  benefit  of the
Corporation as a director,  officer,  employee or agent of another  corporation,
partnership,  joint venture,  trust, employee benefit plan, or other enterprise,
shall be held harmless and indemnified by the  Corporation  against any expense,
liability or loss (including,  without limitation,  judgments,  fines settlement
payments and the expense of legal  counsel)  incurred by such person in any such
capacity  to the  fullest  extent  permitted  by  applicable  law.  The right to
indemnification  conferred  in this  Article  shall also include the right to be
paid by the Corporation  the expenses  incurred in defending any such proceeding
in  advance  of  its  final  disposition  to the  fullest  extent  permitted  by
applicable law. The Corporation may provide  indemnification  to other employees
and  agents of the  Corporation  as may be  authorized  from time to time by the
Board of Directors to the fullest extent permitted by applicable law.
6

         The Corporation may purchase and maintain insurance, at its expense, to
protect  itself and any person who is or was a  director,  officer,  employee or
agent of the  Corporation,  or who is or was  serving at the  request or for the
benefit of the Corporation as a director,  officer, employee or agent of another
corporation,  partnership,  joint venture, trust, employee benefit plan or other
enterprise,  against any expense,  liability or loss  incurred by such person in
any such  capacity,  whether  or not the  Corporation  would  have the  power to
indemnify such person against such expense,  liability or loss under  applicable
law.

         The  rights  and  authority  conferred  in this  Article  shall  not be
exclusive  of any other  right  which any person may have or  hereafter  acquire
under any statute,  provision of the Certificate of  Incorporation  or Bylaws of
the Corporation,  agreement,  vote of stockholders or disinterested directors or
otherwise.

         Neither the  amendment  nor repeal of this  Article nor the adoption of
any provision of the  Certificate of  Incorporation  or Bylaws or of any statute
inconsistent  with this  Article  shall  eliminate  or reduce the effect of this
Article in respect of any acts or omissions  occurring  prior to such amendment,
repeal or adoption of an inconsistent provision.

         Subparagraph 11 of Article Ninth of  Registrant's  Amended and Restated
Certificate of Incorporation provides as follows:

         No  director  shall be  personally  liable  to the  Corporation  or its
stockholders  for  monetary  damages  for any breach of  fiduciary  duty by such
director as a director. Notwithstanding the foregoing sentence, a director shall
be  liable  to the  extent  provided  by  applicable  law (i) for  breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii) for acts
or omissions  not in good faith or which  involve  intentional  misconduct  or a
knowing  violation of law, (iii) pursuant to Section 174 of the Delaware General
Corporation  Law, or (iv) for any transaction from which the director derived an
improper personal benefit. If the Delaware  Corporation Law hereafter is amended
to  authorize,  with the  approval of the  Corporation's  stockholders,  further
reductions in the liability of a Corporation's directors for breach of fiduciary
duty, then a director of the Corporation shall not be liable for any such breach
to the fullest extent  permitted by the Delaware  Corporation Law as so amended.
No amendment to alter or repeal this  subparagraph 11 shall apply to or have any
effect on the liability or alleged  liability of any director of the Corporation
for or with respect to any acts or omissions of such director occurring prior to
amendment.

Item 7.  Exemption from Registration Claimed

         Not applicable.
7

Item 8.  Exhibits

         The following exhibits are part of this Registration Statement:

4.1  Raytheon  Company  Amended  and  Restated  Certificate  of  Incorporation,
     as  amended  through September  27,  1995, heretofore filed as an exhibit
     to  Raytheon's Form 10-Q for the quarter ended October 1, 1995, is hereby 
     incorporated by reference.

4.2  Raytheon  Company  Amended and  Restated  By-Laws,  heretofore filed as an 
     exhibit to Raytheon's Form 10-Q for the quarter ended October 1, 1995, are
     hereby incorporated by reference.

4.3  Raytheon Company Deferral Plan for Directors

5    Opinion of John W. Kapples as to the legality of the securities being
     registered.

23.1 Consent of John W. Kapples (included in Exhibit 5).

23.2 Consent of Coopers & Lybrand L.L.P.

24   Power of Attorney (included on the signature pages of the Registration 
     Statement).

Item 9.  Undertakings

         The undersigned Registrant hereby undertakes:

(1)      To file,  during any period in which  offers or sales are being made, a
         post-effective  amendment to this Registration Statement to include any
         material  information  with  respect  to the plan of  distribution  not
         previously  disclosed  in this  Registration  Statement or any material
         change to such information in this Registration Statement;

(2)      That, for the purpose of determining any liability under the Securities
         Act of 1933, each such post-effective amendment shall be deemed to be a
         new registration  statement relating to the securities offered therein,
         and the offering of such  securities at that time shall be deemed to be
         the initial bona fide offering thereof;

(3)      To  remove  from  registration  by  means  of a  post-effective 
         amendment  any  of the  securities being registered that remain unsold
         at the termination of the offering;

 (4)     That,  for purposes of determining  any liability  under the Securities
         Act of 1933, each filing of the Registrant's  annual report pursuant to
         Section  13(a) or 15(d) of the  Securities  Exchange  Act of 1934 (and,
         where  applicable,  each filing of an employee  benefit  plan's  annual
         report  pursuant to Section 15(d) of  Securities  Exchange Act of 1934)
         that is incorporated by reference in this Registration  Statement shall
         be deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof; and
8

 (5)     Insofar as indemnification for liabilities arising under the Securities
         Act of 1933 may be permitted  to  directors,  officers and  controlling
         persons of the  Registrant  pursuant to the  foregoing  provisions,  or
         otherwise,  the  Registrant has been advised that in the opinion of the
         Securities  and Exchange  Commission  such  indemnification  is against
         public  policy  as  expressed  in the  Securities  Act of 1933  and is,
         therefore, unenforceable. In the event that a claim for indemnification
         against such  liabilities  (other than the payment by the Registrant of
         expenses incurred or paid by a director,  officer or controlling person
         of the  Registrant  in the  successful  defense of any action,  suit or
         proceeding) is asserted by such director, officer or controlling person
         in connection  with the  securities  being  registered,  the Registrant
         will,  unless in the opinion of its counsel the matter has been settled
         by controlling precedent, submit to a court of appropriate jurisdiction
         the  question  whether  such  indemnification  by it is against  public
         policy as expressed in the  Securities Act of 1933 and will be governed
         by the final adjudication of such issue.

                             SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the Town of Lexington,  Commonwealth of  Massachusetts,  on
this 22nd day of January 1997.

                                      RAYTHEON COMPANY

                           By:  /s/ Christoph L. Hoffmann
                                    Christoph L. Hoffmann
                                    Executive Vice President, Law
                                    and Corporate Administration and
                                          Secretary

                                POWER OF ATTORNEY

         Each person whose  signature  appears  below hereby  appoints  Peter R.
D'Angelo and Christoph L.  Hoffmann,  and each of them singly,  acting alone and
without the other, his/her true and lawful  attorney-in-fact  with the authority
to execute in the name of each such person,  and to file with the Securities and
Exchange  Commission,  together  with any exhibits  thereto and other  documents
therewith,  any and all amendments (including without limitation  post-effective
amendments) to this Registration Statement on Form S-8 necessary or advisable to
enable the Registrant to comply with the Securities Act of 1933, as amended, and
any  rules,  regulations,  and  requirements  of  the  Securities  and  Exchange
Commission in respect  thereof,  which amendments may make such other changes in
the Registration Statement as the aforesaid  attorney-in-fact executing the same
deems appropriate.
9

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated.

      Signature                      Title                          Date

/s/ Dennis J. Picard         Chairman of the Board of        January 22, 1997
    Dennis J. Picard         Directors and Chief Executive   
                             Officer (Principal Executive
                             Officer)and Director

/s/ Peter R. D'Angelo        Executive Vice President, Chief January 22, 1997
    Peter R. D'Angelo        Financial Officer and Controller
                             (Principal Accounting Officer and
                             Principal Financial Officer)

/s/ Charles F. Adams              Director                   January 22, 1997
    Charles F. Adams

/s/ Francis H. Burr               Director                   January 22, 1997
    Francis H. Burr

/s/ Ferdinand Colloredo-Mansfeld  Director                   January 22, 1997
    Ferdinand Colloredo-Mansfeld

/s/ Theodore L. Eliot, Jr.        Director                   January 22, 1997
    Theodore L. Eliot, Jr.

/s/ John R. Galvin                Director                   January 22, 1997
    John R. Galvin

/s/ Barbara B. Hauptfuhrer        Director                   January 22, 1997
    Barbara B. Hauptfuhrer

/s/ Richard D. Hill               Director                   January 22, 1997
    Richard D. Hill

/s/ L. Dennis Kozlowski           Director                   January 22, 1997
    L. Dennis Kozlowski

/s/ James N. Land, Jr.            Director                   January 22, 1997
    James N. Land, Jr.

                                  Director                   January   , 1997
    A. Lowell Lawson

/s/ Thomas L. Phillips            Director                   January 22, 1997
    Thomas L. Phillips

/s/ Warren B. Rudman              Director                   January 22, 1997
    Warren B. Rudman
10
    Signature                      Title                            Date

/s/ Joseph J. Sisco               Director                   January 22, 1997
    Joseph J. Sisco

/s/ Alfred M. Zeien               Director                   January 22, 1997
    Alfred M. Zeien