1
EXHIBIT 4.2                                                           W/557673v1
                            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, 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, immediately prior to the time this amendment
                  becomes effective shall be and are hereby automatically
                  reclassified and changed (without any further act) into
                  one-twentieth (1/20th) of a fully-paid and nonassessable share
                  of Class A Common Stock, without increasing or decreasing the
                  amount of stated capital or paid-in surplus of the
                  Corporation, provided that no fractional shares shall be
                  issued to any holder of fewer than 20 shares of Class A Common
                  Stock immediately prior to the time this amendment becomes
                  effective, and that instead of issuing such fractional shares,
                  the Corporation shall, as may be determined by the Chief
                  Financial Officer of the Corporation, either (1) arrange for
                  the disposition of fractional interests by those entitled
                  thereto, by the mechanism of having (x) the transfer agent of
                  the Corporation aggregate such fractional interests and (y)
                  the shares resulting from the aggregation sold and (z) the net
                  proceeds received from the sale be allocated and distributed
                  among the holders of the fractional interests as their
                  respective interests appear, or (2) pay in cash the fair value
                  of such fractions of a share as of the time when this
                  amendment becomes effective.

                           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
<PAGE>
                                       2

                  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, immediately prior to the time this amendment
                  becomes effective shall be and are hereby automatically
                  reclassified and changed (without any further act) into
                  one-twentieth (1/20th) of a fully-paid and nonassessable share
                  of Class B Common Stock, without increasing or decreasing the
                  amount of stated capital or paid-in surplus of the
                  Corporation, provided that no fractional shares shall be
                  issued to any holder of fewer than 20 shares of Class B Common
                  Stock immediately prior to the time this amendment becomes
                  effective, and that instead of issuing such fractional shares,
                  the Corporation shall, as may be determined by the Chief
                  Financial Officer of the Corporation, either (1) arrange for
                  the disposition of fractional interests by those entitled
                  thereto, by the mechanism of having (x) the transfer agent of
                  the Corporation aggregate such fractional interests and (y)
                  the shares resulting from the aggregation sold and (z) the net
                  proceeds received from the sale be allocated and distributed
                  among the holders of the fractional interests as their
                  respective interests appear, or (2) pay in cash the fair value
                  of such fractions of a share as of the time when this
                  amendment becomes effective.

                           The Corporation is authorized to issue 272,500,000
                  shares of capital stock of which (a) 72,500,000 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, 22,500,000 shares of Common Stock shall be
                  shares of Class A Common Stock ("Class A Common Stock") and
                  50,00,000 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 6:00 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