SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

SMITH DANIEL L

(Last)

(First)

(Middle)

141 SPRING STREET

(Street)

LEXINGTON

02421

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/01/2003

3. Issuer Name and Ticker or Trading Symbol
RAYTHEON CO/ [ RTN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,881	D
Common Stock	3,565⁽¹⁾	I	401(k)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option	06/24/2000	06/23/2008	Common Stock	500	$55.9063	D
Employee Stock Option	06/23/2000	06/22/2009	Common Stock	1,052	$68.4688	D
Employee Stock Option	06/23/2001	06/22/2009	Common Stock	1,460	$68.4688	D
Employee Stock Option	06/23/2000	06/23/2009	Common Stock	2,948	$68.4688	D
Employee Stock Option	06/23/2001	06/23/2009	Common Stock	2,540	$68.4688	D
Employee Stock Option	02/25/2002	02/24/2010	Common Stock	5,001	$19.375	D
Employee Stock Option	02/25/2003	02/24/2010	Common Stock	5,000	$19.375	D
Employee Stock Option	02/25/2001	02/25/2010	Common Stock	4,999	$19.375	D
Employee Stock Option	05/23/2002	05/23/2011	Common Stock	4,229	$29.685	D
Employee Stock Option	05/23/2003	05/23/2011	Common Stock	4,228	$29.685	D
Employee Stock Option	05/23/2004	05/23/2011	Common Stock	966	$29.685	D
Employee Stock Option	05/23/2002	05/22/2011	Common Stock	104	$29.685	D
Employee Stock Option	05/23/2003	05/22/2011	Common Stock	105	$29.685	D
Employee Stock Option	05/23/2004	05/22/2011	Common Stock	3,368	$29.685	D
Employee Stock Option	05/13/2003	05/13/2012	Common Stock	5,000	$44.45	D
Employee Stock Option	05/13/2004	05/13/2012	Common Stock	5,000	$44.45	D
Employee Stock Option	05/13/2005	05/13/2012	Common Stock	2,751	$44.45	D
Employee Stock Option	05/13/2005	05/12/2012	Common Stock	2,249	$44.45	D
Employee Stock Option	05/14/2006	05/13/2013	Common Stock	3,180	$31.445	D
Employee Stock Option	05/14/2004	05/14/2013	Common Stock	5,000	$31.445	D
Employee Stock Option	05/14/2005	05/14/2013	Common Stock	5,000	$31.445	D
Employee Stock Option	05/14/2006	05/14/2013	Common Stock	1,820	$31.445	D
Performance Stock Option	⁽²⁾	02/25/2010	Common Stock	15,200	$19.375	D
Performance Stock Option	⁽³⁾	01/24/2011	Common Stock	9,000	$31.815	D
Performance Stock Option	⁽⁴⁾	01/23/2012	Common Stock	11,900	$32.315	D
Performance Stock Option	⁽⁵⁾	01/22/2013	Common Stock	17,200	$29.48	D

Explanation of Responses:

1. Based on funds in the Reporting Person's Savings and Investment Plan/Excess Plan Account divided by $32.06, the closing price of the Issuer's Common Stock on August 29, 2003.

2. The options become exercisable in three equal installments. The first installment became exercisable on August 25, 2000, upon the Issuer's Common Stock sustaining (for a period of twenty (20) consecutive trading days) a market price of at least $23.27 per share; the second installment became exercisable on October 30, 2000, upon the Issuer's Common Stock sustaining a market price of at least $27.91 per share; and the third installment became exercisable on February 22, 2002, upon the Issuer's Common Stock sustaining a market price of at least $33.49 per share.

3. The options become exercisable in three equal installments. The first installment became exercisable on February 28, 2002, upon the Issuer's Common Stock sustaining (for a period of twenty (20) consecutive trading days) a market price of at least $36.59 per share; the second installment became exercisable on May 29, 2002 upon the Issuer's Common Stock sustaining a market price of at least $42.08 per share; and the third installment becomes exercisable upon the date that the Issuer's Common Stock sustains a market price of at least $48.39 per share. Notwithstanding the foregoing vesting schedule, all shares under option shall become exercisable on the sixth anniversary of the grant date.

4. The options become exercisable in three equal installments. The first installment became exercisable on May 16, 2002, upon the Issuer's Common Stock sustaining (for a period of twenty (20) consecutive trading days) a market price of at least $39.10 per share; the second installment becomes exercisable upon the date that the Issuer's Common Stock sustains a market price of at least $44.965 per share; and the third installment becomes exercisable upon the date that the Issuer's Common Stock sustains a market price of at least $51.71 per share. Notwithstanding the foregoing vesting schedule, all shares under option shall become exercisable on the sixth anniversary of the grant date.

5. The options become exercisable in three equal installments. The first installment becomes exercisable upon the date that the Issuer's Common Stock sustains (for a period of twenty (20) trading days) a market price of at least $36.85 per share; the second installment becomes exercisable upon the date that the Issuer's Common Stock sustains a market price of at least $46.063 per share; and the third installment becomes exercisable upon the date that the Issuer's Common Stock sustains a market price of at least $57.578 per share. Notwithstanding the foregoing vesting schedule, all shares under option shall become exercisable upon the sixth anniversary of the grant date.

Remarks:

	Daniel L. Smith	09/05/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.