RAYTHEON CO/
S-8, EX-99, 2000-12-22
SEARCH, DETECTION, NAVAGATION, GUIDANCE, AERONAUTICAL SYS
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                                 Exhibit Index

Exhibit No.                Description of Documents

4.1  Raytheon Company Restated Certificate of Incorporation, heretofore filed as
     an exhibit to the Registrant's Annual Report on Form 10-K for the year
     ended December 31, 1997, is hereby incorporated by reference.*

4.2  Raytheon Company Amended and Restated By-Laws, heretofore filed as an
     exhibit to the Registrant's Annual Report on Form 10-K for the year ended
     December 31, 1997, are hereby incorporated by reference.*

4.3  Raytheon Savings and Investment Plan.*+

4.4  Raytheon Savings and Investment Plan for Specified Hourly Payroll
     Employees.*+

4.5  Raytheon Employee Savings and Investment Plan.*+

4.6  Raytheon Savings and Investment Plan for Specified Puerto Rico Employees.*+

4.7  E-Systems Employee Savings Plan.*+

4.8  Raytheon TI Systems Savings Plan.*+

4.9  Raytheon Salaried Savings and Investment Plan.*+

4.10 Raytheon California Hourly Savings and Investment Plan.*+

4.11 Raytheon Tucson Bargaining Savings and Investment Plan.*+

4.12 Raytheon Savings and Investment Plan (10014).*+

4.13 Raytheon Excess Savings Plan.*

4.14 Raytheon Deferred Compensation Plan.*

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

5.2  Internal Revenue Service determination letter in respect of the Raytheon
     Savings and Investment Plan.*

5.3  Internal Revenue Service determination letter in respect of the Raytheon
     Savings and Investment Plan for Specified Hourly Payroll Employees.*

5.4  Internal Revenue Service determination letter in respect of the Raytheon
     Employee Savings and Investment Plan.*

5.5  Internal Revenue Service determination letter in respect of the E-Systems
     Employee Savings Plan.*

5.6  An undertaking that the Registrant will submit the Raytheon Salaried
     Savings and Investment Plan, Raytheon California Hourly Savings and
     Investment Plan, Raytheon Tucson Bargaining Savings and Investment Plan and
     Raytheon Savings and Investment Plan (10014) to the Internal Revenue
     Service in a timely manner and will make all changes required by the
     Internal Revenue Service in order to qualify such plans.*

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

23.2 Consent of PricewaterhouseCoopers L.L.P.

24  Power of Attorney (included on the signature page of the Registration
    Statement).

*   Filed with the Prior Registration Statement.

+   Exhibits 4.3 through 4.12 have been consolidated into the Raytheon Savings
    and Investment Plan since the filing of the Prior Registration Statement.



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