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EXHIBIT 4.4
                            CERTIFICATE OF AMENDMENT
                   OF RESTATED CERTIFICATE OF INCORPORATION OF
                                RAYTHEON COMPANY

                  Raytheon Company, a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"),

                  DOES HEREBY CERTIFY:

                  FIRST: That at a regular meeting of the members of the board
of directors of the Corporation, resolutions were duly adopted setting forth
proposed amendments to the Restated Certificate of Incorporation of the
Corporation and declaring said amendments to be advisable. The resolutions
setting forth the proposed amendments are as follows:

                  RESOLVED, that, accordingly, upon approval by the requisite
                  vote of the holders of each of the Class A and Class B Common
                  Stock and the filing of the requisite certificate of amendment
                  to the Restated Certificate of Incorporation with the
                  Secretary of State of the State of Delaware, immediately
                  following completion of the Reverse Stock Split, Section 1 of
                  Article IV of the Corporation's Restated Certificate of
                  Incorporation be amended to read in its entirety as follows:

                           Without regard to any other provision of this
                           Restated Certificate of Incorporation (including,
                           without limitation, all of the provisions of Article
                           IV, and including, without limitation, those in
                           Section 2(b)(iii) of Article IV relating to the
                           treatment of the shares of Class A Common Stock and
                           Class B Common Stock in the case of any split,
                           subdivision, combination or reclassification, and
                           those in Section 2(b)(vi) of Article IV relating to
                           the identical rights of the holders of Class A Common
                           Stock and the rights of the holders of Class B Common
                           Stock, all of which are hereby amended as and to the
                           extent necessary to allow the matters and
                           transactions contemplated and effected hereby), each
                           one (1) share of Class A Common Stock (as defined
                           below), either issued and outstanding or held by the
                           Corporation as treasury stock (and including each
                           fractional share held by any stockholder and each
                           fractional interest held by the Corporation or its
                           agent pending disposition on behalf of those entitled
                           thereto), immediately prior to the time this
                           amendment becomes effective shall be and hereby is
                           automatically reclassified and changed (without any
                           further act) into twenty (20) fully-paid and
                           nonassessable shares of Class A Common Stock (or,
                           with respect to such fractional shares and interests,
                           such lesser number of shares and fractional shares or
                           interests as may be applicable based upon such 1 to
                           20 ratio), without increasing or decreasing the
                           amount of stated capital or paid-in surplus of the
                           Corporation, provided that no fractional shares shall
                           be issued.
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                           Without regard to any other provision of these
                           Restated Certificate of Incorporation (including,
                           without limitation, all of the provisions of Article
                           IV, and including, without limitation, those in
                           Section 2(b)(iii) of Article IV relating to the
                           treatment of the shares of Class A Common Stock and
                           Class B Common Stock in the case of any split,
                           subdivision, combination or reclassification, and
                           those in Section 2(b)(vi) of Article IV relating to
                           the identical rights of the holders of Class A Common
                           Stock and the rights of the holders of Class B Common
                           Stock, all of which are hereby amended as and to the
                           extent necessary to allow the matters and
                           transactions contemplated and effected hereby), each
                           one (1) share of Class B Common Stock (as defined
                           below), either issued and outstanding or held by the
                           Corporation as treasury stock (and including each
                           fractional share held by any stockholder and each
                           fractional interest held by the Corporation or its
                           agent pending disposition on behalf of those entitled
                           thereto), immediately prior to the time this
                           amendment becomes effective shall be and hereby is
                           automatically reclassified and changed (without any
                           further act) into twenty (20) fully-paid and
                           nonassessable shares of Class B Common Stock (or,
                           with respect to such fractional shares and interests,
                           such lesser number of shares and fractional shares or
                           interests as may be applicable based upon such 1 to
                           20 ratio), without increasing or decreasing the
                           amount of stated capital or paid-in surplus of the
                           Corporation, provided that no fractional shares shall
                           be issued. The Corporation is authorized to issue
                           1,650,000,000 shares of capital stock of which (a)
                           1,450,000,000 shares shall be shares of Common Stock
                           $.01 par value per share ("Common Stock"), and which
                           shares of Common Stock shall be divided into two
                           classes, 450,000,000 shares of Common Stock shall be
                           shares of Class A Common Stock ("Class A Common
                           Stock") and 1,000,000,000 shares of Common Stock
                           shall be shares of Class B Common Stock ("Class B
                           Common Stock"), and (b) 200,000,000 shares shall be
                           shares of Preferred Stock $.01 par value per share
                           ("Preferred Stock").

                  SECOND: That at the annual meeting of stockholders, said
amendments were duly adopted in accordance with the applicable provisions of
Sections 242 of the General Corporation Law of the State of Delaware.

                  THIRD: That the certificate shall become effective at 6:01
p.m. New York City time on Monday, May 14, 2001, in accordance with the
applicable provisions of Section 103 of the General Corporation Law of the State
of Delaware.

         IN WITNESS WHEREOF, Raytheon Company has caused this certificate to be
signed by its Vice President and Secretary this 14th day of May, 2001.


                              By:
                              Name: John W. Kapples
                              Title: Vice President and Secretary