1











                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------


                                   FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

        Date of Report (date of earliest event reported): August 14, 2002

                                RAYTHEON COMPANY
             (Exact name of registrant as specified in its charter)

                                    Delaware
                            (State of Incorporation)


                1-13699                         95-1778500
          (Commission File Number) (IRS Employer Identification Number)

                                141 Spring Street
                         Lexington, Massachusetts 02421
               (Address of principal executive offices (Zip Code)

       Registrant's telephone number, including area code: (781) 862-6600




                                       2

Item 7.  Financial Statements and Exhibits

         (c)  Exhibits

              99.1     Statement under oath of principal executive officer
                       regarding facts and circumstances relating to Exchange
                       Act filings dated August 9, 2002.

              99.2     Statement under oath of principal financial officer
                       regarding facts and circumstances relating to Exchange
                       Act filings dated August 14, 2002.

Item 9.      Regulation FD Disclosure

             On August 14, 2002, Daniel P. Burnham, Chairman and Chief Executive
Officer of Raytheon Company, and Franklyn A. Caine, Senior Vice  President and
Chief Financial Officer of Raytheon  Company, each submitted to the SEC sworn
statements required by Securities and Exchange Commission Order No. 4-460. The
two statements are furnished as Exhibits 99.1 and 99.2, respectively.





                                    SIGNATURE

       Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


Dated: August 14, 2002


                                             RAYTHEON COMPANY

                                            By: /s/ Neal E. Minahan
                                                    Neal E. Minahan
                                                    Sr. Vice President and
                                                    General Counsel