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                                    FORM T-1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                              SECTION 305(b)(2) |X|
                           ---------------------------

                              THE BANK OF NEW YORK
               (Exact name of trustee as specified in its charter)

New York                                           13-5160382
(State of incorporation                            (I.R.S. employer
if not a U.S. national bank)                       identification no.)

One Wall Street, New York, N.Y.                    10286
(Address of principal executive offices)           (Zip code)

                           ---------------------------

                                RAYTHEON COMPANY
               (Exact name of obligor as specified in its charter)

Delaware                                           95-1778500
(State or other jurisdiction of                    (I.R.S. employer
incorporation or organization)                     identification no.)



141 Spring Street
Lexington, Massachusetts                           02421
(Address of principal executive offices)           (Zip code)

                           ---------------------------

                                 Debt Securities
                       (Title of the indenture securities)

=  = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =





1.    GENERAL  INFORMATION.  FURNISH  THE  FOLLOWING  INFORMATION  AS  TO  THE
TRUSTEE:

      (A)   NAME AND ADDRESS OF EACH  EXAMINING  OR  SUPERVISING  AUTHORITY TO
            WHICH IT IS SUBJECT.

--------------------------------------------------------------------------------
               Name                                    Address
--------------------------------------------------------------------------------

      Superintendent of Banks of the        2 Rector Street, New York,
      State of New York                     N.Y.  10006, and Albany, N.Y.
                                            12203

      Federal Reserve Bank of New York      33 Liberty Plaza, New York,
                                            N.Y.  10045

      Federal Deposit Insurance             Washington, D.C.  20429
      Corporation

      New York Clearing House               New York, New York   10005
      Association

      (B)   WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

      Yes.

2.    AFFILIATIONS WITH OBLIGOR.

      IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
      AFFILIATION.

      None.

16.   LIST OF EXHIBITS.

      EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION, ARE
      INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO RULE
      7A-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17 C.F.R.
      229.10(D).

      1.    A copy of the  Organization  Certificate  of The  Bank of New York
            (formerly  Irving Trust Company) as now in effect,  which contains
            the  authority  to  commence  business  and a grant of  powers  to
            exercise  corporate  trust powers.  (Exhibit 1 to Amendment  No. 1
            to  Form  T-1  filed  with  Registration  Statement  No.  33-6215,
            Exhibits 1a and 1b to Form T-1 filed with  Registration  Statement
            No.  33-21672  and  Exhibit 1 to Form T-1 filed with  Registration
            Statement No. 33-29637.)

      4.    A copy of the  existing  By-laws  of the  Trustee.  (Exhibit  4 to
            Form T-1 filed with Registration Statement No. 33-31019.)

      6.    The  consent of the  Trustee  required  by  Section  321(b) of the
            Act.

                                       -2-





      7.    A copy of the latest report of condition of the Trustee  published
            pursuant  to law  or to the  requirements  of its  supervising  or
            examining authority.















                                       -3-





                                    SIGNATURE


      Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 1st day of May, 2001.


                                    THE BANK OF NEW YORK


                                    By:      /s/ MARY LAGUMINA
                                         -----------------------------------
                                        Name:     MARY LAGUMINA
                                        Title:    VICE PRESIDENT


























                                       -4-





                                                                      Exhibit 6

                               CONSENT OF TRUSTEE

      Pursuant to the requirements of Section 321(b) of the Trust Indenture Act
of 1939 in connection with the proposed issue of RAYTHEON COMPANY Debt
Securities, we hereby consent that reports of examinations by Federal, State,
Territorial, or District authorities may be furnished by such authorities to the
Securities and Exchange Commission upon request therefor.


                                          THE BANK OF NEW YORK


                                          By: /s/ Kisha Holder
                                              ---------------------

Dated: May 9, 2001







                                                                      Exhibit 7

--------------------------------------------------------------------------------

                       Consolidated Report of Condition of

                              THE BANK OF NEW YORK

                    of One Wall Street, New York, N.Y. 10286
                    And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business December 31,
2000, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.

                                                                Dollar Amounts
ASSETS                                                            In Thousands
Cash and balances due from depository
  institutions:
  Noninterest-bearing balances and
   currency and coin..................                             $3,083,720
  Interest-bearing balances...........                              4,949,333
Securities:
  Held-to-maturity securities.........                                740,315
  Available-for-sale securities.......                              5,328,981
Federal funds sold and Securities
  purchased under agreements to resell                              5,695,708
Loans and lease financing receivables:
  Loans and leases, net of unearned
   income...............36,590,456
  LESS: Allowance for loan and
   lease losses............598,536
  LESS: Allocated transfer risk
   reserve........................12,575
  Loans and leases, net of unearned
   income, allowance, and reserve.....                             35,979,345
Trading Assets........................                             11,912,448
Premises and fixed assets (including
  capitalized leases).................                                763,241
Other real estate owned...............                                  2,925
Investments in unconsolidated
  subsidiaries and associated
  companies...........................                                183,836
Customers' liability to this bank on
  acceptances outstanding.............                                424,303
Intangible assets.....................                              1,378,477
Other assets..........................                              3,823,797
Total assets..........................                            -----------
                                                                  $74,266,429
                                                                  ===========







LIABILITIES
Deposits:
  In domestic offices.................                            $28,328,548
  Noninterest-bearing.......12,637,384
  Interest-bearing..........15,691,164
  In foreign offices, Edge and
   Agreement subsidiaries, and IBFs...                             27,920,690
  Noninterest-bearing..........470,130
  Interest-bearing..........27,450,560
Federal funds purchased and
  Securities sold under agreements to
  repurchase..........................                              1,437,916
Demand notes issued to the
  U.S.Treasury........................                                100,000
Trading liabilities...................                              2,049,818
Other borrowed money:
  With remaining maturity of one year
   or less............................                              1,279,125
  With remaining maturity of more
   than one year through three years..                                      0
  With remaining maturity of more
   than three years...................                                 31,080
Bank's liability on acceptances
  executed and outstanding............                                427,110
Subordinated notes and debentures.....                              1,646,000
Other liabilities.....................                              4,604,478
Total liabilities.....................                            -----------
                                                                  $67,824,765
                                                                  ===========


EQUITY CAPITAL
Common stock..........................                              1,135,285
Surplus...............................                              1,008,775
Undivided profits and capital reserves                              4,308,492
Net unrealized holding gains (losses)
  on available-for-sale securities....                                 27,768
Accumulated net gains (losses) on
  cash flow hedges                                                          0
Cumulative foreign currency
  translation adjustments.............                             (  38,656)
                                                                  -----------
Total equity capital..................                              6,441,664
                                                                  -----------
Total liabilities and equity capital..                            $74,266,429
                                                                  ===========






      I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.

                                                        Thomas J. Mastro

      We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.

                   _
Thomas A. Renyi     |
Alan R. Griffith    |                           Directors
Gerald L. Hassell  _|


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