UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________

 FORM 25

 

NOTIFICATION OF REMOVAL FROM LISTING AND/OR

REGISTRATION UNDER SECTION 12(b) OF THE

SECURITIES EXCHANGE ACT OF 1934.

 

Commission File Number 1-13699

 

RAYTHEON COMPANY

Chicago Stock Exchange, Inc. and

NYSE Arca, Inc. (formerly the Pacific Exchange)

(Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and or registered)

 

870 Winter Street, Waltham, Massachusetts 02451, (781) 522-3000

(Address, including zip code, and telephone number, including area code, of Issuer’s principal executive offices)

 

Common Stock, par value $0.01 per share

(Description of class of securities)

________________

 

Please place an X in the box to designate the rule provision relied upon to strike the class of securities from listing and registration:

o 17 CFR 240.12d2-2(a)(1)

o 17 CFR 240.12d2-2(a)(2)

o 17 CFR 240.12d2-2(a)(3)

o 17 CFR 240.12d2-2(a)(4)

o Pursuant to 17 CFR 240.12d2-2(b), the Exchange has complied with its rules to strike the class of securities from listing and/or withdraw registration from the Exchange.(1)

x  Pursuant to 17 CFR 240.12d2-2(c), the Issuer has complied with the rules of the Exchange and the requirements of 17 CFR 240.12d(2)-2(c) governing the voluntary withdrawal of the class of securities from listing and registration on the Exchange.

                                                                                                                                                                 

 

(1)

Form 25 and attached Notice will be considered compliance with the provisions of 17 CFR 240.19d-1 as applicable. See General Instructions.

 

 

 

 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, Raytheon Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing the Form 25 and has caused this notification to be signed on its behalf by the undersigned duly authorized person.

 

 

RAYTHEON COMPANY

 

 

 

 

Date:

November 21, 2006

By:          /s/ Jay B. Stephens                          

 

 

Jay B. Stephens

 

 

Senior Vice President and General Counsel