Exhibit 4.12

                       THIRD AMENDMENT TO RIGHTS AGREEMENT


         This THIRD  AMENDMENT  TO RIGHTS  AGREEMENT,  dated as of April 5, 2002
(the  "Amendment"),  amends the Rights  Agreement dated as of December 15, 1997,
which was  previously  amended on May 15, 2001 (the "Rights  Agreement")  and is
between Raytheon Company, a Delaware  corporation (the "Company"),  and American
Stock Transfer & Trust Company, as Rights Agent (the "Rights Agent").

         WHEREAS,  pursuant to Section 27 of the Rights  Agreement,  the Company
and the  Rights  Agent may from  time to time  supplement  or amend  the  Rights
Agreement in accordance with the provisions thereof;

         WHEREAS,  the Company has determined that it is in the best interest of
the  Company and its  stockholders  to amend the Rights  Agreement  as set forth
herein.

         NOW,  THEREFORE,  in  consideration  of the  foregoing  and the  mutual
agreements  set forth  herein,  and intending to be legally  bound,  the parties
hereto agree as follows:

         1. Section 1 of the Rights  Agreement is hereby modified and amended as
follows:

         The  definition  of Preferred  Shares is deleted and replaced  with the
following:

                  "Preferred  Shares"  shall  mean  shares  of  Series  B Junior
                  Participating  Preferred  Stock,  $.01 par value per share, of
                  the Company having the rights and preferences set forth in the
                  Certificate   of   Designation   of  the   Series   B   Junior
                  Participating Preferred Stock.

         2. Exhibit A of the Rights  Agreement is hereby modified and amended as
follows:

                  The  reference  in the  first  sentence  of the  Form of Right
                  Certificate to "Series A Junior Participating Preferred Stock,
                  $.01 par value per share" is deleted and replaced with "Series
                  B Junior  Participating  Preferred  Stock,  $.01 par value per
                  share".

         3. This Amendment  shall be deemed to be a contract made under the laws
of the State of Delaware and for all purposes shall be governed by and construed
in accordance with the laws of such State applicable to contracts to be made and
performed entirely within such State.

         4.  All  acts and  things  necessary  to make  this  Amendment  a valid
agreement, enforceable according to its terms, have been done and performed, and
the execution and delivery of this Amendment by the Company and the Rights Agent
have been in all respects duly authorized by the Company and the Rights Agent.

         5. This Amendment may be executed in any number of  counterparts,  each
of which shall be an original,  but such counterparts shall together  constitute
one and the same instrument.  Terms not defined herein shall, unless the context
otherwise  requires,  have the  meanings  assigned  to such  terms in the Rights
Agreement.


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         6. In all respects not  inconsistent  with the terms and  provisions of
this Amendment, the Rights Agreement is hereby ratified,  adopted,  approved and
confirmed. In executing and delivering this Amendment, the Rights Agent shall be
entitled to all the privileges and immunities afforded to the Rights Agent under
the terms and conditions of the Rights Agreement.

         7. If any term, provision, covenant or restriction of this Amendment is
held by a court of competent jurisdiction or other authority to be invalid, void
or  unenforceable,  the  remainder  of  the  terms,  provisions,  covenants  and
restrictions of this  Amendment,  and of the Rights  Agreement,  shall remain in
full force and effect and shall in no way be affected, impaired or invalidated.


                  [Remainder of Page Intentionally Left Blank]


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                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Amendment  to be duly  executed  and  attested,  as of the date  first set forth
above.

Attest:                                 RAYTHEON COMPANY



By:  /s/ John W. Kapples                By:  /s/ Neal E. Minahan
     John W. Kapples                         Neal E. Minahan
     Vice President and Secretary            Senior Vice President and
                                               General Counsel

Attest:                                 AMERICAN STOCK TRANSFER
                                        & TRUST COMPANY



By:  /s/Susan Silber                    By:  /s/ Herbert J. Lemmer
     Susan Silber                            Herbert J. Lemmer
     Assistant Secretary                     General Counsel