<PAGE>
                                       1
                                                  
                                            Registration No. 333-
     As filed with the Securities and Exchange Commission on October 8,1997

                       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)

  Plan for granting stock options in substitution for stock options granted by
                         Texas Instruments Incorporated
                            (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 Maximum  Proposed Maximum   Amount of
 Securities        Amount     Aggregate Offering   Offering        Registration
   to be           to be      Price Per Share*   Registration         Fee 
Registered       Registered                         Price*            
--------------------------------------------------------------------------------
Common Stock,
$1.00 par value   1,029,692     $57.9375 *       $59,657,780*      $18,078.12
per share           shares                          
--------------------------------------------------------------------------------
---------------
* 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 October
7, 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, 1996; (2) the
Registrant's Quarterly Report on Form 10-Q for the period ended March 30, 1997;
(3) the Registrant's Quarterly Report on Form 10-Q for the period ended June 29,
1997; (4) the Registrant's Current Report on Form 8-K dated January 6, 1997; (5)
the Registrant's Current Report on Form 8-K dated January 17, 1997; (6) the
Registrant's Current Report on Form 8-K dated May 23, 1997; (7) the Registrant's
Current Report on Form 8-K dated July 23, 1997; (8) the Registrant's Current
Report on Form 8-K dated August 8, 1997; (9) all reports previously filed by the
Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since December
31, 1996; and (10) 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 shall have the power to 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 the person 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 the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person 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 no reasonable cause to believe the
person's 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 the person 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 the
person's conduct was unlawful.

         (b) A corporation shall have the power to 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 the person 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 the
person acted in good faith and in a manner the person 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 an 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 Bylaws provides as follows:

         "Section 7.1. Litigation Brought By Third Parties. The Corporation
shall 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, formal or informal
(other than an action by or in the right of the Corporation) (an "Action") by
reason of the fact that he or she is or was a director or officer of the
Corporation (a "Corporate Person"), or is or was serving at the request of the
Corporation as a director, officer, employee, agent, partner, trustee or member
or in another authorized capacity (collectively, an "Authorized Capacity") of or
for another corporation, unincorporated association, business trust,
partnership, joint venture, employee benefit plan, individual or other legal
entity, whether or not organized or formed for profit (collectively, "Another
Entity"), against expenses (including attorneys' fees), judgments, penalties,
fines and amounts paid in settlement actually and reasonably incurred by him or
her in connection with such Action ("Expenses") if he or she acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
good faith and in a manner he or she 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 no reasonable cause to believe his or her conduct was
unlawful. The termination of any Action by judgment, order, settlement,
conviction, or upon a plea or 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 or she 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 his or her conduct was unlawful.
<PAGE>
                                       6

         Section 7.2. Litigation by or in the Right of the Corporation. The
Corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any Action by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that he or she is or was a Corporate
Person, or is or was serving at the request of the Corporation in any Authorized
Capacity of or for Another Entity against Expenses actually and reasonably
incurred by him or her in connection with the defense or settlement of such
Action if he or she acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the Corporation,
except that no indemnification shall be made in respect of any claim, issue or
matter as to misconduct in the performance of his or her duty to the Corporation
unless and only to the extent that the Court of Chancery of the State of
Delaware or the court in which such Action was pending shall determine upon
application that, despite the adjudication of 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 of equity or other court
shall deem proper.

         Section 7.3. Successful Defense. To the extent that a person who is or
was a Corporate Person or who is or was serving in an Authorized Capacity of or
for Another Entity at the request of the Corporation and has been successful on
the merits or otherwise in defense of any Action referred to in Section 7.1 or
7.2 of this Article, or in defense of any claim, issue or matter therein, he or
she shall be indemnified against Expenses actually and reasonably incurred by
him or her in connection therewith.

         Section 7.4. Determination of Conduct. Any indemnification under
Section 7.1 or 7.2 of this Article (unless ordered by a court) shall be made by
the Corporation only upon a determination that indemnification of the person is
proper in the circumstances because he or she has met the applicable standard of
conduct set forth in said Sections 7.1 or 7.2. Such determination shall be made
(a) by the Board of Directors by a majority vote consisting of directors not at
the time parties to such action, suit or proceeding, even though less than a
quorum, or (b) if there are no such directors, or if such directors so direct,
by independent legal counsel in a written opinion, or (c) by the stockholders.

         Section 7.5. Advance Payment. The Corporation shall advance Expenses
reasonably incurred by any Corporate Person in any Action in advance of the
final disposition thereof upon the undertaking of such party to repay the
advance unless it is ultimately determined that such party is entitled to
indemnification hereunder, if (a) the indemnitee furnishes the Corporation a
written affirmation of his or her good faith belief that he or she has satisfied
the standard of conduct in Section 7.1 or 7.2 and (b) a determination is made by
those making the decision pursuant to Section 7.4 that the facts then known
would not preclude indemnification under these By-Laws.

         Section 7.6. By-Law Not Exclusive. The indemnification provided by this
Article 7 shall not be deemed exclusive of any other rights to which any person
may be entitled under any by-law, agreement, vote of stockholders or
disinterested directors, or otherwise, both as to action in his or her official
capacity and as to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be a director, officer,
employee, agent or participant and shall inure to the benefit of the heirs,
executors and administrators of such a person.
<PAGE>
                                       7

         Section 7.7. Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a Corporate Person or is or was
serving at the request of the Corporation in an Authorized Capacity of or for
Another Entity against any liability asserted against him or her and incurred by
him or her in any such capacity, or arising out of his or her status as such,
whether or not the Corporation would have the power to indemnify him or her
against such liability under the provisions of this Article or the General
Corporation Law of the State of Delaware.

         Section 7.8. Further Indemnification.  The Chairman may grant to any
employee or agent of the Corporation or its affiliates rights to indemnification
and to be paid expenses incurred in defending any proceeding in advance of its 
final disposition.

         Section 7.9. Definition of Corporation. For purposes of this Article 7,
references to "the Corporation" shall include, in addition to the surviving or
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
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 the provisions
of this Article 7 with respect to the surviving or resulting corporation as he
or she would have with respect to such constituent corporation if its separate
existence had continued.

         Section 7.10. Change in Law. Notwithstanding the foregoing provisions
of Article 7, the Corporation shall indemnify any person who is or was a
Corporate Person or is or was serving at the request of the Corporation in an
Authorized Capacity of or for Another Entity to the full extent permitted by the
General Corporation Law of the State of Delaware or by any other applicable law,
as may from time to time be in effect.

         Section 7.11. Jurisdiction in Court of Chancery. The Delaware Court of
Chancery is hereby vested with exclusive jurisdiction to hear and determine all
actions for advancement of expenses or indemnification brought under Section
145, Chapter 1, Title 8, Delaware Code or these By-Laws or under any agreement,
vote of stockholders or disinterested directors, or otherwise. The Delaware
Court of Chancery may summarily determine the Corporation's obligation to
advance Expenses."

         Subparagraph 11 of Article Ninth of Registrant's 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
<PAGE>
                                       8

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
such amendment."

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

         The following exhibits are part of this Registration Statement:

         4.1  Raytheon Company 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  Plan for granting stock options in substitution for stock options
              granted by Texas Instruments Incorporated.

         5.1  Opinion of John W. Kapples, Esq. as to the legality of the 
              securities being registered.

         23.1 Consent of John W. Kapples, Esq. (included in Exhibit 5.1).

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

         24.1 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;
<PAGE>
                                       9

         (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

         (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.
<PAGE>
                                       10

                                   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 24th day of September, 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.

         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        September 24, 1997
   Dennis J. Picard          Directors and Chief Executive
                             Officer (Principal Executive
                             Officer) and Director

/s/Peter R. D'Angelo         Vice President and Chief        September 24, 1997
   Peter R. D'Angelo         Financial Officer (Principal 
                             Financial Officer)

/s/Michele C. Heid           Vice President - Corporate      September 24, 1997
   Michele C. Heid           Controller and Investor
                             Relations (Principal 
                             Accounting Officer)
<PAGE>
                                       11


/s/Charles F. Adams                  Director                September 24, 1997
   Charles F. Adams

/s/Francis H. Burr                   Director                September 24, 1997
   Francis H. Burr

/s/Ferdinand Colloredo-Mansfeld      Director                September 24, 1997
   Ferdinand Colloredo-Mansfeld

/s/Theodore L. Eliot, Jr.            Director                September 24, 1997
   Theodore L. Eliot, Jr.

/s/John R. Galvin                    Director                September 24, 1997
   John R. Galvin

/s/Barbara B. Hauptfuhrer            Director                September 24, 1997
   Barbara B. Hauptfuhrer

/s/Richard D. Hill                   Director                September 24, 1997
   Richard D. Hill

/s/L. Dennis Kozlowski               Director                September 24, 1997
   L. Dennis Kozlowski

/s/James N. Land, Jr.                Director                September 24, 1997
   James N. Land, Jr.

/s/A. Lowell Lawson                  Director                September 24, 1997
   A. Lowell Lawson

/s/Thomas L. Phillips                Director                September 24, 1997
   Thomas L. Phillips

/s/Warren B. Rudman                  Director                September 24, 1997
   Warren B. Rudman

/s/Joseph J. Sisco                   Director                September 24, 1997
   Joseph J. Sisco

/s/Alfred M. Zeien                   Director                September 24, 1997
   Alfred M. Zeien
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1
                                                  
                                            Registration No. 333-
     As filed with the Securities and Exchange Commission on October 8,1997

                       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)

  Plan for granting stock options in substitution for stock options granted by
                         Texas Instruments Incorporated
                            (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 Maximum  Proposed Maximum   Amount of
 Securities        Amount     Aggregate Offering   Offering        Registration
   to be           to be      Price Per Share*   Registration         Fee 
Registered       Registered                         Price*            
--------------------------------------------------------------------------------
Common Stock,
$1.00 par value   1,029,692     $57.9375 *       $59,657,780*      $18,078.12
per share           shares                          
--------------------------------------------------------------------------------
---------------
* 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 October
7, 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, 1996; (2) the
Registrant's Quarterly Report on Form 10-Q for the period ended March 30, 1997;
(3) the Registrant's Quarterly Report on Form 10-Q for the period ended June 29,
1997; (4) the Registrant's Current Report on Form 8-K dated January 6, 1997; (5)
the Registrant's Current Report on Form 8-K dated January 17, 1997; (6) the
Registrant's Current Report on Form 8-K dated May 23, 1997; (7) the Registrant's
Current Report on Form 8-K dated July 23, 1997; (8) the Registrant's Current
Report on Form 8-K dated August 8, 1997; (9) all reports previously filed by the
Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since December
31, 1996; and (10) 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 shall have the power to 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 the person 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 the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person 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 no reasonable cause to believe the
person's 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 the person 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 the
person's conduct was unlawful.

         (b) A corporation shall have the power to 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 the person 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 the
person acted in good faith and in a manner the person 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 an 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 Bylaws provides as follows:

         "Section 7.1. Litigation Brought By Third Parties. The Corporation
shall 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, formal or informal
(other than an action by or in the right of the Corporation) (an "Action") by
reason of the fact that he or she is or was a director or officer of the
Corporation (a "Corporate Person"), or is or was serving at the request of the
Corporation as a director, officer, employee, agent, partner, trustee or member
or in another authorized capacity (collectively, an "Authorized Capacity") of or
for another corporation, unincorporated association, business trust,
partnership, joint venture, employee benefit plan, individual or other legal
entity, whether or not organized or formed for profit (collectively, "Another
Entity"), against expenses (including attorneys' fees), judgments, penalties,
fines and amounts paid in settlement actually and reasonably incurred by him or
her in connection with such Action ("Expenses") if he or she acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
good faith and in a manner he or she 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 no reasonable cause to believe his or her conduct was
unlawful. The termination of any Action by judgment, order, settlement,
conviction, or upon a plea or 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 or she 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 his or her conduct was unlawful.
6

         Section 7.2. Litigation by or in the Right of the Corporation. The
Corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any Action by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that he or she is or was a Corporate
Person, or is or was serving at the request of the Corporation in any Authorized
Capacity of or for Another Entity against Expenses actually and reasonably
incurred by him or her in connection with the defense or settlement of such
Action if he or she acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the Corporation,
except that no indemnification shall be made in respect of any claim, issue or
matter as to misconduct in the performance of his or her duty to the Corporation
unless and only to the extent that the Court of Chancery of the State of
Delaware or the court in which such Action was pending shall determine upon
application that, despite the adjudication of 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 of equity or other court
shall deem proper.

         Section 7.3. Successful Defense. To the extent that a person who is or
was a Corporate Person or who is or was serving in an Authorized Capacity of or
for Another Entity at the request of the Corporation and has been successful on
the merits or otherwise in defense of any Action referred to in Section 7.1 or
7.2 of this Article, or in defense of any claim, issue or matter therein, he or
she shall be indemnified against Expenses actually and reasonably incurred by
him or her in connection therewith.

         Section 7.4. Determination of Conduct. Any indemnification under
Section 7.1 or 7.2 of this Article (unless ordered by a court) shall be made by
the Corporation only upon a determination that indemnification of the person is
proper in the circumstances because he or she has met the applicable standard of
conduct set forth in said Sections 7.1 or 7.2. Such determination shall be made
(a) by the Board of Directors by a majority vote consisting of directors not at
the time parties to such action, suit or proceeding, even though less than a
quorum, or (b) if there are no such directors, or if such directors so direct,
by independent legal counsel in a written opinion, or (c) by the stockholders.

         Section 7.5. Advance Payment. The Corporation shall advance Expenses
reasonably incurred by any Corporate Person in any Action in advance of the
final disposition thereof upon the undertaking of such party to repay the
advance unless it is ultimately determined that such party is entitled to
indemnification hereunder, if (a) the indemnitee furnishes the Corporation a
written affirmation of his or her good faith belief that he or she has satisfied
the standard of conduct in Section 7.1 or 7.2 and (b) a determination is made by
those making the decision pursuant to Section 7.4 that the facts then known
would not preclude indemnification under these By-Laws.

         Section 7.6. By-Law Not Exclusive. The indemnification provided by this
Article 7 shall not be deemed exclusive of any other rights to which any person
may be entitled under any by-law, agreement, vote of stockholders or
disinterested directors, or otherwise, both as to action in his or her official
capacity and as to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be a director, officer,
employee, agent or participant and shall inure to the benefit of the heirs,
executors and administrators of such a person.
7

         Section 7.7. Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a Corporate Person or is or was
serving at the request of the Corporation in an Authorized Capacity of or for
Another Entity against any liability asserted against him or her and incurred by
him or her in any such capacity, or arising out of his or her status as such,
whether or not the Corporation would have the power to indemnify him or her
against such liability under the provisions of this Article or the General
Corporation Law of the State of Delaware.

         Section 7.8. Further Indemnification.  The Chairman may grant to any
employee or agent of the Corporation or its affiliates rights to indemnification
and to be paid expenses incurred in defending any proceeding in advance of its 
final disposition.

         Section 7.9. Definition of Corporation. For purposes of this Article 7,
references to "the Corporation" shall include, in addition to the surviving or
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
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 the provisions
of this Article 7 with respect to the surviving or resulting corporation as he
or she would have with respect to such constituent corporation if its separate
existence had continued.

         Section 7.10. Change in Law. Notwithstanding the foregoing provisions
of Article 7, the Corporation shall indemnify any person who is or was a
Corporate Person or is or was serving at the request of the Corporation in an
Authorized Capacity of or for Another Entity to the full extent permitted by the
General Corporation Law of the State of Delaware or by any other applicable law,
as may from time to time be in effect.

         Section 7.11. Jurisdiction in Court of Chancery. The Delaware Court of
Chancery is hereby vested with exclusive jurisdiction to hear and determine all
actions for advancement of expenses or indemnification brought under Section
145, Chapter 1, Title 8, Delaware Code or these By-Laws or under any agreement,
vote of stockholders or disinterested directors, or otherwise. The Delaware
Court of Chancery may summarily determine the Corporation's obligation to
advance Expenses."

         Subparagraph 11 of Article Ninth of Registrant's 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
8

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
such amendment."

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

         The following exhibits are part of this Registration Statement:

         4.1  Raytheon Company 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  Plan for granting stock options in substitution for stock options
              granted by Texas Instruments Incorporated.

         5.1  Opinion of John W. Kapples, Esq. as to the legality of the 
              securities being registered.

         23.1 Consent of John W. Kapples, Esq. (included in Exhibit 5.1).

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

         24.1 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;
9

         (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

         (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.
10

                                   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 24th day of September, 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.

         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        September 24, 1997
   Dennis J. Picard          Directors and Chief Executive
                             Officer (Principal Executive
                             Officer) and Director

/s/Peter R. D'Angelo         Vice President and Chief        September 24, 1997
   Peter R. D'Angelo         Financial Officer (Principal 
                             Financial Officer)

/s/Michele C. Heid           Vice President - Corporate      September 24, 1997
   Michele C. Heid           Controller and Investor
                             Relations (Principal 
                             Accounting Officer)
11

/s/Charles F. Adams                  Director                September 24, 1997
   Charles F. Adams

/s/Francis H. Burr                   Director                September 24, 1997
   Francis H. Burr

/s/Ferdinand Colloredo-Mansfeld      Director                September 24, 1997
   Ferdinand Colloredo-Mansfeld

/s/Theodore L. Eliot, Jr.            Director                September 24, 1997
   Theodore L. Eliot, Jr.

/s/John R. Galvin                    Director                September 24, 1997
   John R. Galvin

/s/Barbara B. Hauptfuhrer            Director                September 24, 1997
   Barbara B. Hauptfuhrer

/s/Richard D. Hill                   Director                September 24, 1997
   Richard D. Hill

/s/L. Dennis Kozlowski               Director                September 24, 1997
   L. Dennis Kozlowski

/s/James N. Land, Jr.                Director                September 24, 1997
   James N. Land, Jr.

/s/A. Lowell Lawson                  Director                September 24, 1997
   A. Lowell Lawson

/s/Thomas L. Phillips                Director                September 24, 1997
   Thomas L. Phillips

/s/Warren B. Rudman                  Director                September 24, 1997
   Warren B. Rudman

/s/Joseph J. Sisco                   Director                September 24, 1997
   Joseph J. Sisco

/s/Alfred M. Zeien                   Director                September 24, 1997
   Alfred M. Zeien