PAGE 1


                                                         Registration No. 33- 
    
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C. 20549 
                                   __________ 
    
                                    FORM S-8 
    
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 
                                   __________ 
    
                                RAYTHEON COMPANY 
             (Exact name of registrant as specified in its charter) 
                                   __________ 

            DELAWARE                                      04-1760395 
   (State of Incorporation)             (I.R.S. Employer Identification No.)
    
               141 Spring Street, Lexington, Massachusetts  02173 
                    (Address of Principal Executive Offices) 
    
    
    
                    RAYTHEON COMPANY 1995 STOCK OPTION PLAN 
                            (Full Title of the Plan) 
    
    
    
                                 THOMAS D. HYDE 
                       Vice President and General Counsel 
                                RAYTHEON COMPANY 
                               141 Spring Street 
                         Lexington, Massachusetts 02173 
                           Telephone: (617) 862-6600 
           (Name, Address and Telephone Number of Agent for Service) 
                                   __________ 

         C A L C U L A T I O N   O F    R E G I S T R A T I O N   F E E
   ===========================================================================
                                    Proposed     Proposed
                                    Maximum      Maximum
   Title of          Amount         Offering     Aggregate     Amount of
   Securities        to be           Price       Offering     Registration
   Being Registered  Registered     per Share*     Price*         Fee*
   ===========================================================================
   Raytheon
   Common Stock     20,000,000       $78.50     $157,000,000     $541,380
   ===========================================================================
   * Estimated using the average of the high and low prices on June 26, 1995
   solely for purposes of determining the Registration Fee pursuant to Rule
   457(h)(1) under the Securities Act of 1933, as amended.<PAGE>
 


            PAGE 2


                                RAYTHEON COMPANY

                                     PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT  

   ITEM 3.  Incorporation of Documents by Reference 
    
   The following documents are incorporated by reference: 
    
   (a)      The registrant's latest annual report filed pursuant to Sections
            13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
            (the "Exchange Act") containing audited financial statements for
            the latest fiscal year for which such statements have been filed; 
    
   (b)      All other reports filed pursuant to Sections 13(a) or 15(d) of the
            Exchange Act since the end of the fiscal year covered by the
            annual report referred to in (a) above; 
    
   (c)      The description of the registrant's common stock contained in the
            registration statement on Form S-3 filed May 11, 1995 under such
            Securities Act of 1933, as amended (Registration No. 33-59241),
            including any amendment or report filed for the purpose of
            updating such description; and 
    
   (d)      All reports and other 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 securities remaining unsold. 
    
   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<PAGE>

             PAGE 3


            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. 

   (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. <PAGE>
  


           PAGE 4


   (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. 
    
   (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<PAGE>
  

           PAGE 5


            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 VI of the registrant's 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. 

            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<PAGE>
 

            PAGE 6


   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 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 such amendment. 
    
   ITEM 8.  Exhibits 
    
      (3)   Raytheon Company Bylaws, as amended through August 22, 1990,
            heretofore filed as an Exhibit to Raytheon's Form 10-K for the
            year ended December 31, 1990, are hereby incorporated by
            reference. 
    
      (5)   Opinion of Counsel  
    
            Raytheon has submitted the Plan and will submit, in a timely<PAGE>
  

           PAGE 7


            manner, any amendments thereto to the Internal Revenue Service
            ("IRS") and has made or will make all changes required by the IRS
            in order to qualify the Plan. 
    
      (24)  Consent of Independent Accountants 
    
      (28)  Additional Exhibits  
    
             (a)  Raytheon 1995 Stock Option Plan 
    
   ITEM 9.  Undertakings 

            (a)   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; 
    
                  (i)   To include any prospectus required by section 10(a)(3)
   of the Securities Act of 1933; 
    
                  (ii)  To reflect in the prospectus any facts or events
   arising after the effective date of the registration statement (or the most
   recent post-effective amendment thereof) which, individually or in the
   aggregate, represents a fundamental change in the information set forth in
   the registration statement; 
    
                  (iii) To include any material information with respect to
   the plan of distribution not previously disclosed in the registration
   statement or any material change to such information in the registration
   statement; 
    
      provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
   if the registration statement is on Form S-3, or Form S-8 or Form F-3, and
   the information required to be included in a post-effective amendment by
   those paragraphs is contained in periodic reports filed with or furnished
   to the Commission by the registrant pursuant to Sections 13 or 15(d) of the
   Securities Exchange Act of 1934 that are incorporated by reference in the
   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 which remain unsold at the
   termination of the offering. 
    
            (4)   If the registrant is a foreign private issuer, to file a
   post-effective amendment to the registration statement to include any<PAGE>
  

           PAGE 8


   financial statements required by Rule 3-19 of Regulation S-X at the start
   of any delayed offering or throughout a continuous offering. 
    
            (b)   The undersigned registrant hereby undertakes 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
   section 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 the Securities Exchange Act of 1934) that is
   incorporated by reference in the 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. 
    
            (h)    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 Act 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 Act and will be governed by the final
   adjudication of such issue. 
    
   SIGNATURE 
    
      The Registrant.  Pursuant to the requirements of the Securities Act of
   1933, 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 and the
   Commonwealth of Massachusetts on the 28th day of June, 1995. 
    
                                    Raytheon Company (Registrant) 
    
  
    
                                    By: /s/ Thomas D. Hyde
                                             Thomas D. Hyde 
                                          Vice President and General Counsel 
                                                for Registrant <PAGE>
        

     PAGE 9


      SIGNATURES 
    
      Pursuant to the requirements of the Securities Exchange Act of 1934,
   this report has been signed below by the following persons on behalf of the
   Registrant and in the capacities and on the dates indicated. 


   Dennis J. Picard           Chairman of the Board  
   Dennis J. Picard           and Director (Principal 
                              Executive Officer)            June 28, 1995  

   Charles F. Adams    
   Charles F. Adams                 Director                June 28, 1995 

   Francis H. Burr
   Francis H. Burr                  Director                June 28, 1995

   Ferdinand Colloredo-Mansfeld
   Ferdinand Colloredo-Mansfeld     Director                June 28, 1995

   Theodore L. Eliot, Jr.
   Theodore L. Eliot, Jr.           Director                June 28, 1995

   Barbara B. Hauptfuhrer
   Barbara B. Hauptfuhrer           Director                June 28, 1995

   Richard D. Hill
   Richard D. Hill                  Director                June 28, 1995

   James N. Land, Jr.
   James N. Land, Jr.               Director                June 28, 1995

   A. Lowell Lawson
   A. Lowell Lawson                 Director                June 28, 1995

   Thomas L. Phillips
   Thomas L. Phillips               Director                June 28, 1995

   Warren B. Rudman
   Warren B. Rudman                 Director                June 28, 1995

   Joseph J. Sisco
   Joseph J. Sisco                  Director                June 28, 1995

   Alfred M. Zeien
   Alfred M. Zeien                  Director                June 28, 1995

   Peter R. D'Angelo
   Peter R. D'Angelo    Executive Vice President, Chief
                        Financial Officer and Controller    June 28, 1995<PAGE>
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{"company-data": {"conformed-name": "RAYTHEON CO", "cik": "0000082267", "assigned-sic": "3812", "irs-number": "041760395", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-60635", "film-number": "95549924"}, "business-address": {"street1": "141 SPRING ST", "city": "LEXINGTON", "state": "MA", "zip": "02173", "phone": "6178626600"}}
PAGE 1

                                                         Registration No. 33- 
    
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C. 20549 
                                   __________ 
    
                                    FORM S-8 
    
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 
                                   __________ 
    
                                RAYTHEON COMPANY 
             (Exact name of registrant as specified in its charter) 
                                   __________ 

            DELAWARE                                      04-1760395 
   (State of Incorporation)             (I.R.S. Employer Identification No.)
    
               141 Spring Street, Lexington, Massachusetts  02173 
                    (Address of Principal Executive Offices) 
    
    
    
                    RAYTHEON COMPANY 1995 STOCK OPTION PLAN 
                            (Full Title of the Plan) 
    
    
    
                                 THOMAS D. HYDE 
                       Vice President and General Counsel 
                                RAYTHEON COMPANY 
                               141 Spring Street 
                         Lexington, Massachusetts 02173 
                           Telephone: (617) 862-6600 
           (Name, Address and Telephone Number of Agent for Service) 
                                   __________ 

         C A L C U L A T I O N   O F    R E G I S T R A T I O N   F E E
   ===========================================================================
                                    Proposed     Proposed
                                    Maximum      Maximum
   Title of          Amount         Offering     Aggregate     Amount of
   Securities        to be           Price       Offering     Registration
   Being Registered  Registered     per Share*     Price*         Fee*
   ===========================================================================
   Raytheon
   Common Stock     20,000,000       $78.50     $157,000,000     $541,380
   ===========================================================================
   * Estimated using the average of the high and low prices on June 26, 1995
   solely for purposes of determining the Registration Fee pursuant to Rule
   457(h)(1) under the Securities Act of 1933, as amended.
PAGE 2

                                RAYTHEON COMPANY

                                     PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT  

   ITEM 3.  Incorporation of Documents by Reference 
    
   The following documents are incorporated by reference: 
    
   (a)      The registrant's latest annual report filed pursuant to Sections
            13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
            (the "Exchange Act") containing audited financial statements for
            the latest fiscal year for which such statements have been filed; 
    
   (b)      All other reports filed pursuant to Sections 13(a) or 15(d) of the
            Exchange Act since the end of the fiscal year covered by the
            annual report referred to in (a) above; 
    
   (c)      The description of the registrant's common stock contained in the
            registration statement on Form S-3 filed May 11, 1995 under such
            Securities Act of 1933, as amended (Registration No. 33-59241),
            including any amendment or report filed for the purpose of
            updating such description; and 
    
   (d)      All reports and other 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 securities remaining unsold. 
    
   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
PAGE 3

            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. 

   (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.
PAGE 4

   (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. 
    
   (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
PAGE 5

            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 VI of the registrant's 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. 

            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
PAGE 6

   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 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 such amendment. 
    
   ITEM 8.  Exhibits 
    
      (3)   Raytheon Company Bylaws, as amended through August 22, 1990,
            heretofore filed as an Exhibit to Raytheon's Form 10-K for the
            year ended December 31, 1990, are hereby incorporated by
            reference. 
    
      (5)   Opinion of Counsel  
    
            Raytheon has submitted the Plan and will submit, in a timely
PAGE 7

            manner, any amendments thereto to the Internal Revenue Service
            ("IRS") and has made or will make all changes required by the IRS
            in order to qualify the Plan. 
    
      (24)  Consent of Independent Accountants 
    
      (28)  Additional Exhibits  
    
             (a)  Raytheon 1995 Stock Option Plan 
    
   ITEM 9.  Undertakings 

            (a)   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; 
    
                  (i)   To include any prospectus required by section 10(a)(3)
   of the Securities Act of 1933; 
    
                  (ii)  To reflect in the prospectus any facts or events
   arising after the effective date of the registration statement (or the most
   recent post-effective amendment thereof) which, individually or in the
   aggregate, represents a fundamental change in the information set forth in
   the registration statement; 
    
                  (iii) To include any material information with respect to
   the plan of distribution not previously disclosed in the registration
   statement or any material change to such information in the registration
   statement; 
    
      provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
   if the registration statement is on Form S-3, or Form S-8 or Form F-3, and
   the information required to be included in a post-effective amendment by
   those paragraphs is contained in periodic reports filed with or furnished
   to the Commission by the registrant pursuant to Sections 13 or 15(d) of the
   Securities Exchange Act of 1934 that are incorporated by reference in the
   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 which remain unsold at the
   termination of the offering. 
    
            (4)   If the registrant is a foreign private issuer, to file a
   post-effective amendment to the registration statement to include any
PAGE 8

   financial statements required by Rule 3-19 of Regulation S-X at the start
   of any delayed offering or throughout a continuous offering. 
    
            (b)   The undersigned registrant hereby undertakes 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
   section 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 the Securities Exchange Act of 1934) that is
   incorporated by reference in the 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. 
    
            (h)    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 Act 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 Act and will be governed by the final
   adjudication of such issue. 
    
   SIGNATURE 
    
      The Registrant.  Pursuant to the requirements of the Securities Act of
   1933, 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 and the
   Commonwealth of Massachusetts on the 28th day of June, 1995. 
    
                                    Raytheon Company (Registrant) 
    
  
    
                                    By: /s/ Thomas D. Hyde
                                             Thomas D. Hyde 
                                          Vice President and General Counsel 
                                                for Registrant
PAGE 9

      SIGNATURES 
    
      Pursuant to the requirements of the Securities Exchange Act of 1934,
   this report has been signed below by the following persons on behalf of the
   Registrant and in the capacities and on the dates indicated. 

   Dennis J. Picard           Chairman of the Board  
   Dennis J. Picard           and Director (Principal 
                              Executive Officer)            June 28, 1995  

   Charles F. Adams    
   Charles F. Adams                 Director                June 28, 1995 

   Francis H. Burr
   Francis H. Burr                  Director                June 28, 1995

   Ferdinand Colloredo-Mansfeld
   Ferdinand Colloredo-Mansfeld     Director                June 28, 1995

   Theodore L. Eliot, Jr.
   Theodore L. Eliot, Jr.           Director                June 28, 1995

   Barbara B. Hauptfuhrer
   Barbara B. Hauptfuhrer           Director                June 28, 1995

   Richard D. Hill
   Richard D. Hill                  Director                June 28, 1995

   James N. Land, Jr.
   James N. Land, Jr.               Director                June 28, 1995

   A. Lowell Lawson
   A. Lowell Lawson                 Director                June 28, 1995

   Thomas L. Phillips
   Thomas L. Phillips               Director                June 28, 1995

   Warren B. Rudman
   Warren B. Rudman                 Director                June 28, 1995

   Joseph J. Sisco
   Joseph J. Sisco                  Director                June 28, 1995

   Alfred M. Zeien
   Alfred M. Zeien                  Director                June 28, 1995

   Peter R. D'Angelo
   Peter R. D'Angelo    Executive Vice President, Chief
                        Financial Officer and Controller    June 28, 1995