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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K/A No. 1

      /X/ Annual Report pursuant to Section 13 or 15(d) of the Securities
          Exchange Act of 1934 for the fiscal year ended December 31, 2000.

      / / Transition report pursuant to Section 13 or 15(d) of the Securities
          Exchange Act of 1934 for the transition period from...............
          to ..............

                         Commission File Number 1-13699

                                RAYTHEON COMPANY
             (Exact Name of Registrant as Specified in its Charter)

         DELAWARE                            95-1778500
(State or Other Jurisdiction of      (I.R.S. Employer Identification No.)
Incorporation or Organization)


141 SPRING STREET, LEXINGTON, MASSACHUSETTS                     02421
 (Address of Principal Executive Offices)                     (Zip Code)

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

           Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class                         Name of Each Exchange
                                             on Which Registered

Common Stock, $.01 par value                 New York Stock Exchange
Series A Junior Participating Preferred      Chicago Stock Exchange
Stock purchase rights                        Pacific Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes .X. No ...

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K [X].

The aggregate market value of the voting stock held by non-affiliates of the
Registrant, as of January 28, 2001, was approximately $11,461,645,787. For
purposes of this disclosure, non-affiliates are deemed to be all persons other
than members of the Board of Directors of the Registrant.

Number of shares of Common Stock outstanding as of January 28, 2001:
341,012,000, consisting of 100,805,000 shares of Class A Common Stock and
240,207,000 shares of Class B Common Stock.

Documents incorporated by reference and made a part of this Form 10-K/A:

Portions of Raytheon's Annual Report to         Part I, Part II, Part IV
Stockholders for the fiscal year ended
December 31, 2000

Portions of the Proxy Statement for Raytheon's       Part III
2000 Annual Meeting which will be filed with
the Commission within 120 days after the close
of Raytheon's fiscal year


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      The sole purpose of this Form 10-K/A is to file an Annual Report for the
Registrant's various savings and investment plans.

        Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has caused this amendment to be signed on its behalf
by the undersigned, thereunto duly authorized.

                                  RAYTHEON COMPANY (REGISTRANT)

                                  By: /s/ Thomas D. Hyde
                                          Thomas D. Hyde
                                        Senior Vice President and
                                           General Counsel


June 28, 2001



                                 Exhibit Index


Exhibit No.                 Description of Documents

99.1                Annual Report for the Raytheon Savings and Investment Plan.
99.1a               Consent of Independent Accountants
99.1b               Raytheon Savings and Investment Plan, heretofore filed as an
                    exhibit to the Company's Form 10-K on March 22, 2000, is
                    hereby incorporated by reference.