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                                INDEX TO EXHIBITS


(2.1)    Asset Purchase Agreement dated as of January 4, 1997 between Raytheon 
         Company and Texas Instruments Incorporated, heretofore filed as an 
         exhibit to the Company's Current Report on Form 8-K filed with the
         Securities and Exchange Commission on January 6, 1997, is hereby
         incorporated by reference.

(2.2)    Agreement and Plan of Merger dated as of January 16, 1997 by and 
         between Raytheon Company and HE Holdings, Inc., heretofore filed as an
         exhibit to the Company's Current Report on Form 8-K filed with the
         Securities and Exchange Commission on January 17, 1997, is hereby
         incorporated by reference.

(2.3)    Implementation Agreement dated as of January 16, 1997 by and between
         Raytheon Company and General Motors Corporation, heretofore filed as an
         exhibit to the  Company's Current Report on Form 8-K filed with the
         Securities and Exchange Commission on January 17, 1997, is hereby
         incorporated by reference.

(3.1)    Raytheon Company Restated Certificate of Incorporation, as amended
         through September 27, 1995, heretofore filed as an exhibit to 
         Raytheon's Form 10-Q for the quarter ended October 1, 1995, is hereby 
         incorporated by reference.

(3.2)    Raytheon Company By-Laws, as amended and restated through October 25,
         1995, heretofore filed as an exhibit to Raytheon's Form 10-Q for the
         quarter ended October 1, 1995, are hereby incorporated by reference.

(4)      Indenture dated as of July 3, 1995 between Raytheon Company and The
         Bank of New York, Trustee, relating to the Company's 6 1/2% Notes due
         July 15, 2005 and the Company's 7 3/8% Debentures due 2025, filed as an
         exhibit to Raytheon's Registration Statement on Form S-3, File No. 
         33-59241, is hereby incorporated by reference.

(10.1)   Raytheon Company 1976 Stock Option Plan, as amended, filed as an 
         exhibit to the Company's Form 10-Q for the quarter ended June 30, 1996,
         is hereby incorporated by reference.

(10.2)   Raytheon Company 1991 Stock Plan, as amended, filed as an exhibit to
         the Company's Form 10-Q for the quarter ended June 30, 1996, is hereby
         incorporated by reference.

(10.3)   Raytheon Company 1995 Stock Option Plan, filed as an exhibit to the 
         Company's Registration Statement on Form S-8, File No. 33-60635, is
         hereby incorporated by reference.

(10.4)   Raytheon Company Deferral Plan for Directors,  filed as an exhibit to
         the Company's Registration Statement on Form S-8, File No. 333-22969, 
         is hereby incorporated by reference.

(10.5)   Form of Raytheon Company Change in Control Severance  Agreement,  filed
         as an exhibit to the Company's Form 10-Q for the quarter ended June 30,
         1996, is hereby incorporated by reference.**

(13)     Raytheon Company 1996 Annual Report to Stockholders (furnished for the 
         information of the Commission and not to be deemed "filed" as part of 
         this Report except to the extent that portions thereof are expressly 
         incorporated by reference).
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(21)     Subsidiaries of Raytheon Company*

(23.1)   Consent of Independent Accountants*

(23.2)   Report of Independent Accountants*

(27)     Financial Data Schedule*

* Filed electronically herewith.

** The Company has entered into Change in Control Severance Agreements in the
   form of Agreement filed as Exhibit 10.5 with each of the following 
   executives:  Peter R. D'Angelo, Christoph L. Hoffmann, A. Lowell Lawson,
   Charles Q. Miller, Dennis J. Picard, Robert L. Swam, William H. Swanson and
   Arthur E.Wegner.  The agreements are designed to provide the executive with
   certain severance benefits following a termination, including, without
   limitation, payment of an amount equal to three times the executive's salary
   and targeted bonus and the continuation of certain employee benefits for up 
   to three years, all as more fully described in the form of Agreement.