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Raytheon Company Announces Pricing for Partial Tender Offers for Its Notes

    WALTHAM, Mass., Oct. 27, 2004  /PRNewswire-FirstCall/ -- Raytheon Company
announced that as of 11:00 a.m., New York City time on October 26, 2004, it
has determined the prices for each series of debt securities (each a
"Security" and collectively the "Securities") included in its previously
announced tender offers ("Tender Offers") for five different Securities.  The
Securities are being tendered pursuant to an Offer to Repurchase dated
September 30, 2004 (the "Offer to Repurchase"), which more fully sets forth
the terms and conditions of the Tender Offers.  For holders who have tendered
and not withdrawn their notes by 5:00 p.m., New York City time, on the Early
Tender Date of Thursday, October 14, 2004, the Company has offered to pay the
Total Consideration, which is equal to the lower of the following two prices:
i.) the maximum price for that series or ii.) the price calculated from a
yield to maturity equal to the sum of the reference yield for that series plus
the fixed spread for that series.  Holders who tender after the Early Tender
Date but by the Expiration Date (as those terms are defined in the Offer to
Repurchase) will receive the Tender Offer Consideration, which is equal to the
Total Consideration for that security minus the Early Tender Premium (as that
term is defined in the Offer to Repurchase) for that security.  The list below
sets forth both the expected Total Consideration and Tender Offer
Consideration expected to be paid in respect of each series of Securities if
the Offer to Repurchase expires at the expiration date and time as currently
scheduled (11:59 p.m., New York City time, on Thursday, October 28, 2004,
unless extended).

    In addition to any consideration received, Holders who tender will be paid
any accrued and unpaid interest calculated up to but not including the
Settlement Date.

    The Company reserves the right to extend the expiration date and time of
the Tender Offer at any time subject to applicable law. In the event that the
Tender Offer is extended for any period of time longer than two business days
from the currently scheduled expiration date, a new price determination date
will be established that will be the second business day immediately preceding
the expiration date as extended.

    Credit Suisse First Boston and Morgan Stanley are acting as the dealer
managers for the offers.  Morrow & Co. is the Information Agent and The Bank
of New York is the Depositary.  This press release is neither an offer to
purchase nor a solicitation of an offer to sell the securities.  The offers
are made only by the Offer to Repurchase and the information in this press
release is qualified in its entirety by reference to the Offer to Repurchase.
Persons with questions regarding the offers should contact CSFB at
(800)820-1653 or (212)325-3784 (collect) or Morgan Stanley at (800) 624-1808
(toll-free) or (212) 761-1941 (collect), Attn. Francesco Cipollone.  Requests
for documents should be directed to Morrow & Co. at (800) 607-0088 or (212)
754-8000.

    The following list sets forth a summary of certain information relating to
the tender offers:

       Security: 6.500% Notes due July 15, 2005
   -- Cusip:  755111AB7
   -- Amount Outstanding: $657.4mm
   -- Tender Offer Amount: $300mm
   -- Reference Security: UST 1.500% due July 31, 2005
   -- Fixed Spread: 0.10%
   -- Total Consideration per $1,000: $1,029.58
   -- Maximum Price per $1,000: $1,031.25
   -- Early Tender Premium per $1,000: $2.00
   -- Tender Offer Consideration per $1,000: $1,027.58

   Security: 6.750% Notes due August 15, 2007
   -- Cusip:  755111AE1
   -- Amount Outstanding: $866.2mm
   -- Tender Offer Amount: $300mm
   -- Reference Security: UST 2.750% due August 15, 2007
   -- Fixed Spread: 0.25%
   -- Total Consideration per $1,000: $1,100.10
   -- Maximum Price per $1,000: $1,104.28
   -- Early Tender Premium per $1,000: $7.00
   -- Tender Offer Consideration per $1,000: $1,093.10

   Security: 4.500% Notes due November 15, 2007
   -- Cusip:  755111BM2
   -- Amount Outstanding: $218.7mm
   -- Tender Offer Amount: $100mm
   -- Reference Security: UST 3.000% due November 15, 2007
   -- Fixed Spread: 0.35%
   -- Total Consideration per $1,000: $1,039.55
   -- Maximum Price per $1,000: $1,043.39
   -- Early Tender Premium per $1,000: $7.00
   -- Tender Offer Consideration per $1,000: $1,032.55

   Security: 6.150% Notes due November 1, 2008
   -- Cusip:  755111AN1
   -- Amount Outstanding: $484.7mm
   -- Tender Offer Amount: $175mm
   -- Reference Security: UST 3.375% due November 15, 2008
   -- Fixed Spread: 0.35%
   -- Total Consideration per $1,000: $1,102.44
   -- Maximum Price per $1,000: $1,107.69
   -- Early Tender Premium per $1,000: $8.00
   -- Tender Offer Consideration per $1,000: $1,094.44

   Security: 6.000% Notes due December 15, 2010
   -- Cusip:  755111AV3
   -- Amount Outstanding: $211.6mm
   -- Tender Offer Amount: $125mm
   -- Reference Security: UST 5.750% due August 15, 2010
   -- Fixed Spread: 0.50%
   -- Total Consideration per $1,000: $1,112.55
   -- Maximum Price per $1,000: $1,121.27
   -- Early Tender Premium per $1,000: $13.00
   -- Tender Offer Consideration per $1,000: $1,099.55

    NOTE:     The statements in this press release that are not historical
statements are considered forward-looking statements within the meaning of the
federal securities laws.  These statements are subject to risks, uncertainties
and other factors, many of which are beyond the Company's control, which could
cause the Company's actual performance to be materially different from those
expressed or implied by the statements.  The Company expressly disclaims a
duty to provide updates to forward-looking statements, and the estimates and
assumptions associated with them, after the date of this press release to
reflect the occurrence of subsequent events, changed circumstances or changes
in the Company's expectations.  Further information regarding factors that
could affect the Company's forward-looking statements are reported in the
Company's 2003 Annual Report on Form 10-K and its Quarterly Reports on Form
10-Q filed with the Securities and Exchange Commission (http://www.sec.gov/).

    Raytheon Company (NYSE: RTN), with 2003 sales of $18.1 billion, is an
industry leader in defense and government electronics, space, information
technology, technical services, and business and special mission aircraft.
With headquarters in Waltham, Mass., Raytheon employs 78,000 people worldwide.


   Contact
   Steve Brecken
   781.522.5127


SOURCE: Raytheon Company

Web site:  http://www.raytheon.com/



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