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EXHIBIT 4.3
                            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, upon approval of the stockholders of the
         Corporation, the following changes (the "Charter Amendments") be made
         to the Corporation's Restated Certificate of Incorporation:

                  Section 1 of Article IV shall be amended to read in its
entirety as follows:

     Each share of Class A Common  Stock,  par value $.01,  of the  Corporation,
either issued and  outstanding  or held by the  Corporation  as treasury  stock,
immediately  prior to the time this amendment  becomes effective shall be and is
automatically  reclassified  and changed  (without any further act) into 1 fully
paid  and  nonassessable  share of  Common  Stock  (as  defined  below)  without
increasing or decreasing the amount of stated capital or paid-in  surplus of the
Corporation, provided that no fractional shares shall be issued.

     Each share of Class B Common  Stock,  par value $.01,  of the  Corporation,
either issued and  outstanding  or held by the  Corporation  as treasury  stock,
immediately  prior to the time this amendment  becomes effective shall be and is
automatically  reclassified  and changed  (without any further act) into 1 fully
paid and  nonassessable  share of 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.

     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 (b) 200,000,000  shares shall be shares of
Preferred Stock $.01 par value per share ("Preferred Stock").

                  Section 2 of Article IV be amended to read in its entirety as
follows:

     Common Stock. Except as provided herein, as otherwise provided by law or by
the  resolution  or  resolutions  adopted by the Board  designating  the rights,
powers and preferences of any series of Preferred  Stock, the Common Stock shall
have the exclusive right to vote for the election of directors and for all other
purposes,  in each case acting by such vote as required under applicable law (or
by such greater vote than would be required  under  applicable law as may be set
forth herein or in the By-laws of the  Corporation).  Each share of Common Stock
shall have one vote,  and the Common Stock shall vote together as a single class
on all matters to be voted on by the Corporation's stockholders.

     Subject to the rights of the holders of any class or series of  outstanding
Preferred Stock and subject to any other  provisions  hereof and applicable law,
holders  of  Common  Stock  will  be  entitled  to  dividends   and  such  other
distributions  in cash,  securities  or  property of the  Corporation  as may be
declared thereon by the Corporation's  Board of Directors,  out of funds legally
available  therefor,  whether  payable in cash,  property or  securities  of the
Corporation.
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         Section 3 of Article VI be amended to read in its entirety as follows:

     Vacancies and newly created directorships. Except as otherwise provided for
or fixed by or pursuant to the  provisions  of Article IV relating to the rights
of the  holders  of any class or series of stock  having a  preference  over the
Common  Stock as to  dividends  or upon  liquidation  to elect  directors  under
specified  circumstances,  (i)  vacancies  on the Board  resulting  from  death,
resignation,  disqualification,  removal or other  cause  shall be filled by the
affirmative vote of a majority of the remaining  directors then in office,  even
though  less than a quorum of the Board,  and not by the  stockholders  and (ii)
newly  created  directorships  resulting  from any  increase  in the  number  of
directors after the adoption of a resolution by a majority of the Whole Board in
accordance  with Section 1 of this Article VI shall be filled by the affirmative
vote of the holders of Common Stock, voting in accordance with the provisions of
Section 2 of Article IV.

     Any  director  appointed  in  accordance  with clause (i) of the  preceding
sentence  shall  hold  office  until  the next  annual  or  special  meeting  of
stockholders  and until such  director's  successor shall have been duly elected
and  qualified.  Any  director  elected in  accordance  with  clause (ii) of the
preceding  sentence  shall hold office for the remainder of the full term of the
class of  director  in which the new  directorship  was  created  and until such
director's successor shall have been duly elected and qualified.  No decrease in
the number of  directors  constituting  the Board shall  shorten the term of any
incumbent director.

         Section 4 of Article VI be amended to read in its entirety as follows:

     Removal.  Subject  to the  rights of any class or series of stock  having a
preference  over the Common Stock as to dividends or upon  liquidation  to elect
directors under specified circumstances, any director may be removed from office
only for cause by the  affirmative  vote of the  holders of the shares of Common
Stock, voting in accordance with the provisions of Section 2 of Article IV.

         Article VII be amended to read in its entirety as follows:

     By-laws.  The  By-Laws  may be altered or  repealed  and new By-Laws may be
adopted (1) at any annual or special meeting of stockholders, by the affirmative
vote of the holders of the shares of Common Stock voting in accordance  with the
provisions of Section 2 of Article IV;  provided,  however,  that in the case of
any such stockholder action at a special meeting of stockholders,  notice of the
proposed  alteration,  repeal or adoption  of the new By-Law or By-Laws  must be
contained in the notice of such special meeting,  or (2) by the affirmative vote
of a majority of the Whole Board.

         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 6:02 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