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Raytheon Company Commences Partial Tender Offer for up to $1 Billion of Its Notes

    WALTHAM, Mass., Sept. 30, 2004  /PRNewswire-FirstCall/ -- Raytheon Company
(NYSE: RTN) (the "Company") announced today the commencement of a series of
partial tender offers for up to $1 billion in aggregate principal amount of
five series of its outstanding debt securities (each, a "Security", and
collectively, the "Securities"), as listed below.  The total principal amount
outstanding of the Securities included in the offers is approximately $2.4
billion.  The Company will conduct the tender offers in accordance with the
Offer to Repurchase dated September 30, 2004 (the "Offer to Repurchase"). Each
offer will commence at 9:00 a.m., New York City time, on Thursday, September
30, 2004, and will expire at 11:59 p.m., New York City time, on Thursday,
October 28, 2004, in each case unless extended or earlier terminated.  Each
offer with respect to each series of Securities is independent of the other
offers and is not contingent upon the tender of any minimum principal amount
of Securities.   The Company reserves the right to terminate, withdraw or
amend each of the offers at any time and from time to time, subject to the
terms of the Offer to Repurchase and to applicable law.

    The Total Consideration for each of the $1,000 principal amount of
Securities tendered pursuant to each of the offers will be equal to the lower
of the following two prices: i.) the maximum price listed below or ii.) the
price calculated from the yield to maturity on the applicable reference United
States Treasury identified in the list below, as of 11:00 a.m., New York City
time, on the second business day immediately preceding the expiration date of
each of the tender offers plus the fixed spread, listed below, for that
Security.  In addition to any consideration received, holders who tender their
Securities will be paid any accrued and unpaid interest calculated up to but
not including the Settlement Date.

    Holders who tender and do not withdraw their Securities by 5:00 p.m., New
York City time, on the Early Tender Date of Thursday, October 14, 2004 will
receive the Total Consideration.  Holders who tender after the Early Tender
Date but by 11:59 p.m., New York City time, on the Expiration Date will
receive the Tender Offer Consideration, which is equal to the Total
Consideration for that Security minus the Early Tender Premium for that

    The Company intends to finance the purchase of the Securities pursuant to
the offers with cash on hand or borrowings under certain credit facilities.
The terms and conditions of the offers are more fully described in the Offer
to Repurchase. 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 (toll free) 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%
   -- Maximum Price per $1,000: $1031.25
   -- Early Tender Premium per $1,000: $2.00

   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%
   -- Maximum Price per $1,000: $1104.28
   -- Early Tender Premium per $1,000: $7.00

   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%
   -- Maximum Price per $1,000: $1043.39
   -- Early Tender Premium per $1,000: $7.00

   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%
   -- Maximum Price per $1,000: $1107.69
   -- Early Tender Premium per $1,000: $8.00

   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%
   -- Maximum Price per $1,000: $1121.27
   -- Early Tender Premium per $1,000: $13.00

    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.

   Steve Brecken

SOURCE: Raytheon Company

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

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