UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549


FORM 10-Q/AAmendment No. 1


SQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended March 31, 2013


£TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period fromto


Commission File Number 1-13699


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RAYTHEON COMPANY


(Exact name of Registrant as Specified in its Charter)


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Delaware95-1778500(State or Other Jurisdiction of Incorporation or Organization)(I.R.S. Employer Identification No.)


870 Winter Street, Waltham, Massachusetts 02451


(Address of Principal Executive Offices) (Zip Code)


(781) 522-3000


(Registrant’s telephone number, including area code)


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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes S No  ̈


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes S No  ̈


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.





Large accelerated filerSAccelerated filer£Non-accelerated filer£(Do not check if a smaller reporting company)Smaller reporting company£


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ̈ No S


Number of shares of common stock outstanding as of April 22, 2013 was 324,614,000.








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Explanatory Note





We are filing this amendment (the "Form 10-Q/A") to our Quarterly Report on Form 10-Q for the period ended March 31, 2013, originally filed with the Securities and Exchange Commission (the "SEC") on April 25, 2013 (the "Form 10-Q") for the sole purpose of filing amended Exhibits 31.1 and 31.2, Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as originally filed with our Form 10-Q.  As a result of a technical error, the second paragraph was erroneously repeated in the third paragraph in both the certification of the principal executive officer and principal financial officer, and the certification of the principal financial officer was inadvertently labeled "Certification of Chief Executive Officer."  Because this Form 10-Q/A includes no financial statements, we are not including certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.





Other than as described above, this Form 10-Q/A does not amend, update or restate any information included in the Form 10-Q.  This Form 10-Q/A does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update any related or other disclosures, including forward-looking statements, made in the Form 10-Q.  Accordingly, this Form 10-Q/A should be read in conjunction with the Form 10-Q and with our other filings made with the SEC subsequent to the filing of the Form 10-Q, including any amendments to those filings.





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ITEM 6.  EXHIBITS


The following list of exhibits includes exhibits submitted with this Form 10-Q/A as filed with the Securities and Exchange Commission and those incorporated by reference to other filings.





31.1Certification of William H. Swanson pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*31.2Certification of David C. Wajsgras pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*





*filed electronically herewith











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SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.





RAYTHEON COMPANYBy:/s/ Michael J. WoodMichael J. WoodVice President, Controller and Chief Accounting OfficerPrincipal Accounting Officer


May 23, 2013