1
EXHIBIT 99.3

                            RAYTHEON EMPLOYEE SAVINGS
                               AND INVESTMENT PLAN

                              FINANCIAL STATEMENTS
                           TO ACCOMPANY 1998 FORM 5500
                     ANNUAL REPORT OF EMPLOYEE BENEFIT PLAN
                               UNDER ERISA OF 1974

                      FOR THE YEAR ENDED DECEMBER 31, 1998


The supplemental schedules to the Plan's Form 5500 are not required since the
Plan's assets are held in a Master Trust. Accordingly, the Plan administrator
must file detailed financial information, including the supplemental schedules,
separately with the Department of Labor.


                                       2

                        REPORT OF INDEPENDENT ACCOUNTANTS

To the Participants and Administrator of
the Raytheon Employee Savings and Investment Plan:

In our opinion, the accompanying statements of net assets available for plan
benefits and the related statement of changes in net assets available for plan
benefits present fairly, in all material respects, the net assets available for
benefits of the Raytheon Employee Savings and Investment Plan (the "Plan") at
December 31, 1998 and 1997, and the changes in net assets available for benefits
for the year ended December 31, 1998 in conformity with generally accepted
accounting principles. These financial statements are the responsibility of the
Plan's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.

PricewaterhouseCoopers LLP

Boston, Massachusetts
June 4, 1999


                                       3

                 RAYTHEON EMPLOYEE SAVINGS AND INVESTMENT PLAN

              STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS

                        as of December 31, 1998 and 1997

                                                    1998              1997

Assets:
  Master trust investments:
    At contract value (Notes B, E and I)          $ 21,118,702     $ 20,126,493
    At fair value (Notes B, F and I)                57,350,890       41,496,932
                                                  ------------     ------------
                                                    78,469,592       61,623,425
                                                  ------------     ------------

Receivables:
  Accrued investment income
     and other receivables                              75,163           79,759
  Transfer receivables (Note H)                    210,313,280               -

Cash and cash equivalents                            2,117,237          422,687
                                                  ------------     ------------
          Total assets                             290,975,272       62,125,871
                                                  ------------     ------------

Liabilities:
  Payable for outstanding purchases                     21,566           72,220
  Accrued expenses and other payables                   32,586           34,682
                                                  ------------     ------------
          Total liabilities                             54,152          106,902
                                                  ------------     ------------
Net assets available for plan benefits            $290,921,120     $ 62,018,969
                                                  ============     ============

The accompanying notes are an integral part of the financial statements.

                                       4

                 RAYTHEON EMPLOYEE SAVINGS AND INVESTMENT PLAN

                       STATEMENT OF CHANGES IN NET ASSETS

                          AVAILABLE FOR PLAN BENEFITS

                      for the year ended December 31, 1998


Additions to net assets attributable to:
  Investment income (Notes B, E and I):
    Net appreciation of investments                  $  7,179,846
    Interest & Dividends                                3,401,424
                                                     ------------
                                                       10,581,270
Contributions and deferrals:
  Employee deferrals                                   10,671,948
  Employer contributions                                5,466,458
  Transfers (Note G and H)                            211,989,472
                                                     ------------
                                                      228,127,878

     Total additions                                  238,709,148
                                                     ------------

Deductions from net assets attributable to:
  Distributions to participants                         9,761,895
  Administrative expenses                                   5,356
  Transfers (Note G)                                       39,746
                                                     ------------
          Total deductions                              9,806,997


Increase in net assets                                228,902,151

Net assets, beginning of year                          62,018,969
                                                     ------------

Net assets, end of year                              $290,921,120
                                                     ============

The accompanying notes are an integral part of the financial statements.

                                       5

                  RAYTHEON EMPLOYEE SAVINGS AND INVESTMENT PLAN

                    NOTES TO FINANCIAL STATEMENTS

A.     Description of Plan:

       General

The following description of the Raytheon Employee Savings and Investment Plan
(the "Plan") provides only general information. Participants should refer to the
plan document for a complete description of the Plan's provisions. As more fully
described in Note H, effective January 1, 1999, the participants and related
account balances of several defined contribution plans (collectively referred to
as "Prior Plans") were merged into the Plan.

The Plan is a defined contribution plan and covers the employees of the Raytheon
Support Services Company and the Range Systems Engineer Support Company,
respectively, wholly-owned subsidiaries of Raytheon Company (the "Company"). To
participate in the Plan, eligible employees must have three months of service
and may enter the Plan only on the first day of each month. Effective January 1,
1999, certain union employees of Raytheon Systems Company, Cedarapids, Inc. and
Raytheon Aircraft Company who participated in Prior Plans were merged into the
Plan and all eligible employees, including those from Prior Plans, may join the
Plan immediately. In addition, the Raytheon Stock Ownership Plan for Specified
Hourly Payroll Employees (referred to as the "Prior ESOP Plan") was merged into
the Plan and created an additional employee stock ownership portion (ESOP) of
the Plan.

The purpose of the Plan is to provide participants with a tax-effective means of
meeting both short and long-term investment objectives. The Plan is intended to
be a "qualified cash or deferred arrangement" under the Internal Revenue Code
(the "Code"). The ESOP is intended to be an employee stock ownership arrangement
in compliance with all of the related requirements for a qualified stock bonus
plan as defined in the Code. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 (ERISA).

The Plan's investments are combined with the investments of other similar
defined contribution plans of Raytheon Company and subsidiaries into the
Raytheon Company Master Trust for Defined Contribution Plans ("Master Trust").
The trustee of the Master Trust maintains a separate account reflecting the
equitable share in the Master Trust of each plan.

Investment income and administrative expenses relating to the Master Trust are
allocated to the individual plan based upon average monthly balances invested by
each plan.

       Contributions and Deferrals

Eligible employees are allowed to defer to the Plan up to 17% of their salaries.
In 1995, the Company began to make qualified non-elective contributions (QNECs)
to certain accounts based on specific employee agreements. For 1998, the annual
employee deferral for a participant cannot exceed $10,000. Rollover
contributions from other qualified plans are accepted by the Plan.

                                       6

Effective January 1, 1999, eligible employees at certain divisions of Raytheon
Systems Company have different deferral limitations ranging from 10% to 20%,
depending upon division. In addition, for certain union employees at Raytheon
Systems Company, Cedarapids, Inc. and Raytheon Aircraft Company, the Company
will match amounts at 100%, 50% of the first 6% or 50% of the first 3% of
elective deferrals. The maximum match varies by division and is 4%, 3% or 1.5%
of compensation. The Company match is participant directed at certain divisions.
At divisions where the Company match is not participant directed, the match
shall be made to the Raytheon Common Stock Fund and must be held in that fund
until the beginning of the fifth Plan Year following the Plan Year for which the
contribution was made. For certain divisions, the Company will also make QNECs,
employer contributions based on hours of service or percent of pay and/or ESOP
contributions. When applicable, ESOP contributions are equal to one-half of one
percent of the participant's compensation. The ESOP portion of the Plan provides
for investment, primarily in Raytheon Company Class B common stock; however, as
required by the Code, the Plan permits limited diversification after a
participant attains age 55 or completes 10 years of plan participation
(including participation in the Prior ESOP Plan).

     Participants may invest their deferrals in increments of 1% in any
combination of seven funds: (a) a Fixed Income Fund under which assets are
invested primarily in contracts providing for fixed rates of interest for
specified periods of time, (b) the Fidelity Equity Income Fund which invests in
shares of a mutual fund consisting primarily of income-producing equity
securities, (c) a Raytheon Common Stock Fund which invests in shares of Raytheon
Company common stock, (d) a Stock Index Fund which invests in a commingled pool
consisting primarily of equity securities and is designed to track the S&P 500
Index, (e) the Fidelity Balanced Fund which invests in shares of a mutual fund
consisting primarily of equity securities, bonds and money market instruments,
(f) the Fidelity Magellan Fund, a growth fund which invests primarily in
equities of companies of all types and sizes, and (g) the Fidelity Blue Chip
Fund, a growth fund which invests primarily in equities of well known and
established companies. Dividends and distributions from all fund options are
reinvested in their respective funds; stock dividends, stock splits and similar
changes are also reflected in the funds.

Effective January 1, 1999, the Plan will offer several additional fund options
that were available in prior plans. These options include:

Templeton Foreign I Fund - a long-term capital growth fund which invests in
stocks and debt obligations of companies and governments of any nation.

Vanguard Morgan Growth Fund - investments consist primarily of common stocks of
corporations with either established growth patterns, emerging growth potential,
or cyclical growth patterns.

                                       7

Vanguard Windsor Fund - investments consist of a portfolio of common stocks, the
objective of which is primarily long-term growth and secondarily, current income
through dividends.

Vanguard Wellesley Income Fund - investments consist of about 60% fixed-income
securities and 40% common stocks. The Fund objective is primarily current income
through dividends, and secondarily, moderate capital growth.

T. Rowe Price Small Cap Stock Fund - invests in equity securities of small, high
growth potential companies.

RTN-A Wasting Fund and GMH Wasting Fund - hold shares of Raytheon Company Class
A common stock or General Motors Class H common stock, respectively, that were
transferred into the Plan from Prior Plans. These options will not be open for
additional contributions and will only be available through December 31, 2002.

       Participant Accounts

Each participant's account is credited with the participant's deferral, any
applicable employer contributions (QNECs, matching contributions, employer or
ESOP) and an allocation of Plan earnings. Plan earnings are allocated based on
account balances by fund.

       Vesting

Participants are immediately vested in their voluntary deferrals and employer
contributions plus actual earnings thereon.

Certain union employees at Raytheon Systems Company, Cedarapids, Inc. and
Raytheon Aircraft Company, whose accounts merged into the Plan effective January
1, 1999, will retain the vesting schedule from their Prior Plans. Vesting
requirements for employer contributions plus earnings thereon may vary depending
upon when an employee became eligible to participate in the Prior Plans. Vesting
generally occurs upon completion of five years of service or upon three years of
Plan participation or upon retirement, death, disability, or attainment of
normal retirement age. Forfeitures of the non-vested portions of terminated
participants' accounts are used to reduce required contributions of the Company.

       Distributions to Participants

A participant may withdraw all or a portion of deferrals, employer contributions
and related earnings upon attainment of age 59 1/2. For reasons of financial
hardship, as defined in the plan document, a participant may withdraw all or a
portion of deferrals. On termination of employment, a participant will receive a
lump-sum distribution unless the vested account is valued in excess of $3,500
($5,000 effective January 1, 1999) and the participant elects to defer
distribution. A retiree or a beneficiary of a deceased participant may defer the
distribution until January of the year following attainment of age 65.

                                       8

       Loans to Participants

A participant may borrow against a portion of the balance in the participant's
account, subject to certain restrictions. The maximum amount of a loan is the
lesser of one-half of the participant's account balance or $50,000. The minimum
loan which may be granted is $500. The interest rate applied is equal to the
prime rate published in the Wall Street Journal on the first business day in
June and December of each year. Loans must be repaid over a period of up to five
years by means of payroll deductions. In certain cases, the repayment period may
be extended up to 15 years. Interest paid to the Plan on loans to participants
is credited to the borrower's account in the investment fund to which repayments
are made.

       Administrative Expenses

The Plan participants pay substantially all expenses of administering the Plan.

B.     Summary of Significant Accounting Policies:

The accompanying financial statements are prepared on the accrual basis of
accounting.

The Plan's investment contracts are fully benefit-responsive and are therefore
included in the financial statements at their contract value, defined as net
employee contributions plus interest earned on the underlying investments at
contracted rates. Contract value approximates fair value. Investments in mutual
funds and the commingled pool are valued at the closing net asset value reported
on the last business day of the year. Investments in securities (common stocks)
traded on a national ecurities exchange are valued at the last reported sales
price on the last business day of the year. Cash equivalents are short-term
money market instruments and are valued at cost, which approximates fair value.
Participant loans are valued at cost, which approximates fair value.

Security transactions are recorded on the trade date. Except for its investment
contracts (Note E), the Plan's investments are held by bank-administered trust
funds. Payables for outstanding security transactions represent trades which
have occurred but have not yet settled.

The Plan presents in the statement of changes in net assets the net appreciation
(depreciation) in the fair value of its investments, which consists of the
realized gains or losses and the unrealized appreciation (depreciation) on those
investments.

Dividend income is recorded on the ex-dividend date. Income from other
investments is recorded as earned on an accrual basis. Investment income
includes both dividend and interest income.

Benefits are recorded when paid.

Certain items in the 1997 financial statements have been reclassified to conform
to the 1998 presentation.

                                       9

The preparation of the financial statements in conformity with generally
accepted accounting principles requires the Plan administrator to make
significant estimates and assumptions that affect the reported amounts of net
assets and liabilities available for benefits at the date of the financial
statements and the changes in net assets available for benefits during the
reporting period and, when applicable, disclosures of contingent assets and
liabilities at the date of the financial statements. Actual results could differ
from the estimates included in the financial statements.

The Plan provides for various investment options in any combination of stocks,
bonds, fixed income securities, mutual funds and other investment securities.
Investment securities are exposed to various risks, such as interest rate,
market and credit risk. Due to the level of risk associated with certain
investment securities and the level of uncertainty related to changes in the
value of investment securities, it is at least reasonably possible that changes
in risks in the near term would materially affect participants' account balances
and the amounts reported in the statement of net assets available for plan
benefits and the statement of changes in net assets available for plan benefits.

C.    Federal Income Tax Status:

The Internal Revenue Service has determined and informed the Company by letter
dated June 1995 that the Plan and related trust are designed in accordance with
applicable sections of the Code. The Plan has been amended since receiving the
determination letter. However, the Plan administrator and the Plan's legal
counsel believe that the Plan is currently designed and being operated in
compliance with applicable requirements of the Code. Therefore, no provision for
income taxes has been included in the Plan's financial statements.

D.    Plan Termination:

Although it has not expressed any intention to do so, the Company reserves the
right under the Plan at any time or times to discontinue its contributions and
to terminate the Plan subject to the provisions of ERISA. In the event of plan
termination, after payment of all expenses and proportional adjustment of
accounts to reflect such expenses, fund losses or profits, and reallocations,
each participant shall be entitled to receive any amounts then credited to his
or her account.

E.    Investment Contracts:

The Plan invests in collateralized fixed income investment portfolios which are
managed by insurance companies and investment management firms. The credited
interest rates are adjusted semiannually to reflect the experienced and
anticipated yields to be earned on such investments, based on their book value.
The annualized average yield and credited interest rates were as follows:

                                       10
                                                  Annualized         Credited
                                                Average Yield     Interest Rate

 For the year ended December 31, 1998:
    Banker's Trust (WBS 92-485)                     6.85%           6.85%
    Metropolitan Life Insurance
      Company (GIC GA-12908)                        6.58%           6.58%
    Metropolitan Life Insurance
      Company (GIC GA-13659)                        6.10%           6.10%
    Prudential Asset Management
      Company (GIC 917163-001)                      6.75%           6.75%
    Connecticut General (GIC 0025174)               5.58%           5.58%
    Fidelity IPL (633-GCDC)                         5.62%           5.62%
    Monumental Life Insurance
     Company (GIC BDA00463FR-00)                    7.84%           7.84%

 For the year ended December 31, 1997:
    Banker's Trust (WBS 92-485)                     6.95%           6.95%
    Metropolitan Life Insurance
     Company (GIC GA-12908)                         6.86%           6.86%
    Metropolitan Life Insurance
     Company (GIC GA-13659)                         6.43%           6.43%
    Prudential Asset Management
     Company (GIC 917163-001)                       6.99%           6.99%

The contract values are subject to limitations in certain situations including
large workforce reductions and plan termination. In the financial statements,
the two Metropolitan Life Insurance Company contracts are recorded as one
investment option.

F.     Related Party Transactions:

The Plan's trustee is Fidelity Management Trust Company (the "Trustee"). The
Trustee holds the funds for the Plan and is responsible for managing the Plan's
investment assets, executing all investment transactions, recording approved
transactions, and, therefore these transactions qualify as party-in-interest.

In accordance with the provisions of the Plan, the Trustee acts as the Plan's
agent for purchases and sales of shares of Raytheon Company common stock. These
transactions are performed on a Master Trust level. For the Master Trust,
purchases amounted to $288,116,995 and sales amounted to $257,878,566 for the
year ended December 31, 1998.

G.     Transfers:

Transfers include transfers of participant accounts, individually and/or in
groups, between the Plan and all other plans included in the Raytheon Company
Master Trust for those participants and/or groups of participants who changed
plans during the year. Transfers also include transfers of participant accounts,
individually and/or in-groups, between the Plan and similar savings plans of
other companies for those participants who changed companies during the year.


                                       11
H.     Transfer Receivables:

As part of an overall effort to minimize plan design differences and increase
administrative efficiencies, the Board of Directors of Raytheon Company voted on
December 16, 1998 to merge the participants and their account balances from
several Prior Plans into the Plan. The Prior Plans ceased to exist on December
31, 1998 and effective January 1, 1999, the provisions of the Plan govern. The
transfer receivable by Prior Plan is as follows:

       Raytheon Savings and Investment Plan
          for Specified Hourly Payroll Employees                $109,994,457
       Raytheon Tucson Bargaining Unit Employees
          Savings and Investment Plan                             46,783,076
       Raytheon Savings and Investment Plan (10014)               18,676,997
       Serv-Air, Inc. Savings and Retirement Plan                 18,053,874
       Raytheon Stock Ownership Plan for Specified
          Hourly Payroll Employees                                16,804,876
                                                                ------------
               Total                                            $210,313,280
                                                                ============

                                       12

I.  Fund Data:

    The following is a summary of net assets available for plan benefits by
fund as of December 31, 1998:



                                    Fixed                      Raytheon      Stock
                                    Income       Equity         Common       Index       Balanced     Magellan        Blue Chip
                                    Fund          Fund        Stock Fund      Fund         Fund         Fund             Fund
                                                                                                    
Assets:
  Master trust investments:
    At contract value:
      Bankers Trust              $ 7,434,772
      Prudential Life Insurance
        Company of America         3,723,037
      Metropolitan Life
        Insurance Company          9,344,894
      Fidelity                       405,365
      Connecticut General            102,718
      Monumental Life
        Insurance Company            107,916
    At fair value:
      Fidelity Equity
        Income Fund                             $10,975,776
      Raytheon Company
        Common Stock Fund                                      $8,925,215
      BT Pyramid Equity
        Index Fund                                                           $10,496,295
      Fidelity Balanced
        Fund                                                                                $4,014,520
      Fidelity Magellan
        Fund                                                                                             $7,549,319
      Fidelity Blue
        Chip Fund                                                                                                      $9,160,057
        Fund
      Loans receivable
        from participants
                                 ------------   -----------   -----------    -----------    ----------   -----------   -----------
          Total investments       21,118,702     10,975,776     8,925,215     10,496,295     4,014,520    7,549,319     9,160,057
                                 ------------   -----------   -----------    -----------    ----------   -----------   -----------
Receivables:
  Accrued investment income
    and other receivables                                          53,010         22,153

Cash and cash equivalents          1,947,524                      122,833         46,880
                                 -----------    -----------   -----------    -----------   ----------   ----------     ----------
          Total assets            23,066,226     10,975,776     9,101,058     10,565,328    4,014,520    7,549,319      9,160,057
                                 ------------   -----------   -----------    -----------   ----------   ----------     ----------

Liabilities:
  Payable for outstanding
      purchases                                                    21,566
  Accrued expenses and other
     payables                                                      20,691         11,895
                                 ------------   -----------   -----------    -----------   ----------   ----------     ----------
          Total liabilities               -              -         42,257         11,895           -            -              -
                                 ------------   -----------   -----------    -----------   ----------   ----------     ----------

Net assets available for
     plan benefits               $ 23,066,226   $10,975,776    $9,058,801    $10,553,433   $4,014,520   $7,549,319     $9,160,057
                                 ============   ===========    ==========    ===========   ==========   ==========     ==========

                                       13



                                Loan
                                Fund            Other(1)               Total
                                                          
Assets:
  Master trust investments:
    At contract value:
      Bankers Trust                                                $  7,434,772
      Prudential Insurance
        Company of America                                            3,723,037
      Metropolitan Life
        Insurance Company                                             9,344,894
      Fidelity                                                          405,365
      Connecticut General                                               102,718
      Monumental Life
        Insurance Company                                               107,916
    At fair value:
      Fidelity Equity
        Income Fund                                                  10,975,776
      Raytheon Company
        Common Stock Fund                                             8,925,215
      BT Pyramid Equity
        Index Fund                                                   10,496,295
      Fidelity Balanced
        Fund                                                          4,014,520
      Fidelity Magellan
        Fund                                                          7,549,319
      Fidelity Blue
        Chip Fund                                                     9,160,057
      Loans receivable
        from participants      $ 6,229,708                            6,229,708
                               -----------     ------------        ------------
          Total investments      6,229,708              -            78,469,592
                               -----------     ------------        ------------
Receivables:
  Accrued investment income
    and other receivables                                                75,163
  Transfer Receivables                         $210,313,280         210,313,280

Cash and cash equivalents                                             2,117,237
                               -----------     ------------        ------------
          Total assets           6,229,708      210,313,280         290,975,272
                               -----------     ------------        ------------
Liabilities:
  Payable for outstanding
     purchases                                                           21,566
  Accrued expenses and
     other payables                                                      32,586
                               -----------      ------------       ------------
          Total liabilities             -                -               54,152
                               -----------      ------------       ------------
Net assets available for
   plan benefits               $ 6,229,708      $210,313,280       $290,921,120
                               ===========      ============       ============
(1) See Note H.



                                       14



I.  Fund Data, Continued:

    The following is a summary of net assets available for plan benefits by
fund as of December 31, 1997:

                                                                        Raytheon
                                              Fixed        Equity        Common         Stock      Balanced     Magellan
                                            Income Fund     Fund       Stock Fund     Index Fund      Fund        Fund
                                                                                              
Assets:
  Master trust investments:
   At contract value:
     Bankers Trust*                        $  7,516,950
     Prudential Insurance
       Company of America*                    4,662,435
     Metropolitan Life
       Insurance Company*                     7,947,108
   At fair value:
     Fidelity Equity Income Fund*                         $ 9,742,698
     Raytheon Company Common Stock*                                     $ 8,495,820
     BT Pyramid Equity Index Fund*                                                   $ 7,213,874
     Fidelity Balanced Fund                                                                       $2,923,744
     Fidelity Magellan Fund*                                                                                    $3,910,859
     Fidelity Blue Chip Fund*
     Loans receivable from participants*
                                           ------------   -----------   ----------- -----------   ----------    ----------
               Total investments             20,126,493     9,742,698     8,495,820   7,213,874    2,923,744     3,910,859
                                           ------------   -----------   ----------- -----------   ----------    ----------
  Receivables:
    Accrued investment income
     and other receivables                                                   62,529      17,230
  Cash and cash equivalents                     198,284                     153,750      70,653
                                           ------------   -----------   ----------- -----------   ----------    ----------
               Total assets                  20,324,777     9,742,698     8,712,099   7,301,757    2,923,744     3,910,859
                                           ------------   -----------   ----------- -----------   ----------    ----------
Liabilities:
  Payable for outstanding
     purchases                                                               72,220
  Accrued expenses and other
     payables                                                                16,868      17,814
                                           ------------   -----------   -----------  ----------   -----------   ----------
                Total liabilities                    -             -         89,088      17,814            -            -
                                           ------------   -----------   -----------  ----------   -----------   ----------
Net assets available for plan
     benefits                              $ 20,324,777   $ 9,742,698   $ 8,623,011  $ 7,283,943   $2,923,744   $3,910,859
                                           ============   ===========   ===========  ===========   ==========   ==========

*Represents more than 5% of net assets available for plan benefits

                                       15
                                             Blue Chip      Loan
                                               Fund         Fund         Total
                                                                
Assets:
  Master trust investments:
   At contract value:
     Bankers Trust*                                                       $ 7,516,950
     Prudential Insurance
       Company of America*                                                  4,662,435
     Metropolitan Life
       Insurance Company*                                                   7,947,108
   At fair value:
     Fidelity Equity Income Fund*                                           9,742,698
     Raytheon Company Common Stock*                                         8,495,820
     BT Pyramid Equity Index Fund*                                          7,213,874
     Fidelity Balanced Fund                                                 2,923,744
     Fidelity Magellan Fund*                                                3,910,859
     Fidelity Blue Chip Fund*                $4,599,412                     4,599,412
     Loans receivable from participants*                   $ 4,610,525      4,610,525
                                             ----------    -----------    -----------
               Total investments              4,599,412      4,610,525     61,623,425
                                             ----------    -----------    ------------
  Receivables:
    Accrued investment income
     and other receivables                                                      79,759

 Cash and cash equivalents                                                     422,687
                                             ----------    -----------    ------------
               Total assets                   4,599,412      4,610,525      62,125,871
                                             ----------    -----------    ------------
Liabilities:
   Payable for outstanding
     purchases                                                                  72,220
   Accrued expenses and other
     payables                                                                   34,682
                                             ----------    -----------    ------------
               Total liabilities                     -              -          106,902
                                             ----------    -----------    ------------
Net assets available for plan
     benefits                                $4,599,412    $ 4,610,525    $ 62,018,969
                                             ==========    ===========    ============

*Represents more than 5% of net assets available for plan benefits


                                       16


I.  Fund Data, Continued:

     The following is a summary of changes in net assets available for plan
benefits by fund for the year ended December 31, 1998:

                               Fixed                       Raytheon         Stock
                              Income          Equity       Common          Index        Balanced          Magellan       Blue Chip
                               Fund            Fund       Stock Fund        Fund          Fund            Fund           Fund
                                                                                               
Additions to net assets
   attributable to:
 Investment income:
 Net appreciation of
   investments              $       783   $   549,040    $    995,655   $ 2,336,298   $   267,944     $  1,350,108  $  1,680,018
 Interest & Dividends         1,380,765       623,016                                     376,854          321,620       339,826
                            -----------   ------------    -----------   -----------   -----------     ------------  ------------
                              1,381,548      1,172,056        995,655     2,336,298       644,798        1,671,728     2,019,844
                            -----------   ------------    -----------   -----------   -----------     ------------  ------------

Contributions and deferrals:
  Employee deferrals          1,717,217      1,720,660      1,619,094     1,708,027       627,263       1,570,913     1,708,774
  Employer contributions      3,341,633        380,809        500,677       376,096       138,312         347,345       381,586
  Transfers                     329,389         23,545        203,917       173,239           986          25,517        47,976
                           ------------   ------------    -----------   -----------   -----------    ------------  ------------
                              5,388,239      2,125,014      2,323,688     2,257,362       766,561       1,943,775     2,138,336
                           ------------   ------------    -----------   -----------   -----------    ------------  ------------
       Total additions        6,769,787      3,297,070      3,319,343     4,593,660     1,411,359       3,615,503     4,158,180
                           ------------   ------------    -----------   -----------   -----------    ------------  ------------

Deductions from net assets
  attributable to:
   Distributions to
     participants             4,202,881      1,133,189        838,121       991,231        388,044         583,103       780,586
   Administrative expenses        1,796            884            811           708            278             401           478
   Transfers                                     6,061                                      21,342          12,343
                           ------------   ------------    -----------   -----------    -----------     ------------  ------------
       Total deductions       4,204,677      1,140,134        838,932       991,939        409,664         595,847       781,064
                           ------------   ------------    -----------   -----------    -----------     ------------  ------------

Interfund transfers             176,339       (923,858)    (2,044,621)     (332,231)        89,081         618,804     1,183,529
                           ------------   ------------    -----------   -----------    -----------     -----------   ------------
Increase in net assets        2,741,449      1,233,078        435,790     3,269,490      1,090,776       3,638,460     4,560,645
                           ------------   ------------    -----------   -----------   ------------    ------------  ------------
Net assets, beginning
  of year                    20,324,777      9,742,698      8,623,011     7,283,943      2,923,744       3,910,859     4,599,412
                           ------------   ------------    -----------   -----------   ------------    ------------  ------------
Net assets, end of year    $ 23,066,226   $ 10,975,776    $ 9,058,801   $10,553,433   $  4,014,520    $  7,549,319  $  9,160,057
                           ============   ============    ===========   ===========   ============    ============  ============


                                       17

                                               Loan
                                               Fund          Other               Total

                                                                    
Additions to net assets
   attributable to:
 Investment income:
 Net appreciation of
   investments                                                               $   7,179,846
 Interest & Dividends                     $   359,343                            3,401,424
                                          -----------      -------------     -------------
                                              359,343                -          10,581,270
                                          ------------     -------------     -------------

Contributions and deferrals:
  Employee deferrals                                                            10,671,948
  Employer contributions                                                         5,466,458
  Transfers                                   871,623      $210,313,280        211,989,472
                                          ------------     -------------     -------------
                                              871,623       210,313,280        228,127,878
                                           ------------    -------------     -------------
       Total additions                      1,230,966       210,313,280        238,709,148
                                          ------------     -------------     -------------

Deductions from net assets
  attributable to:
   Distributions to
     participants                             844,740                            9,761,895
   Administrative expenses                                                           5,356
   Transfers                                                                        39,746
                                         ------------    --------------      -------------
       Total deductions                       844,740               -            9,806,997
                                         ------------    --------------      -------------

Interfund transfers                         1,232,957
                                          -----------    --------------      -------------
Increase in net assets                      1,619,183       210,313,280        228,902,151
                                          -----------    --------------      -------------
Net assets, beginning
  of year                                   4,610,525                -          62,018,969
                                          -----------    --------------      -------------
Net assets, end of year                   $ 6,229,708    $ 210,313,280       $ 290,921,120
                                          ===========    ==============      =============


                                       18

J.  Master Trust:

     All plan investments are included under the Master Trust.  At December 31,
1998, assets of the Plan represented 4.08% of the total assets under the Master
Trust.  This has decreased from 1.8% at December 31, 1997.


     The following is a summary of net assets available for plan benefits by
fund under the Master Trust as of December 31, 1998:


                               Fixed                              Raytheon           Stock
                               Income             Equity           Common            Index           Balanced           Magellan
                                Fund               Fund           Stock Fund         Fund              Fund                Fund
                                                                                                  
Assets:
 Investments:
  At contract value:
Bankers Trust*               $  473,258,791
Prudential Life Insurance
  Company of America            236,989,116
Metropolitan Life
   Insurance Company*           594,847,154
Fidelity                         25,803,449
Connecticut General               6,538,482
Monumental Life Insurance
 Company                          6,869,338
At fair value:
Fidelity Equity Income
   Fund*                                       $1,464,615,296
Raytheon Company Common
   Stock Fund*                                                  $  799,542,751
BT Pyramid Equity
  Index Fund*                                                                     $  745,602,791
Fidelity Balanced Fund*                                                                            $  442,796,289
Fidelity Magellan Fund*                                                                                             $  379,680,454
Fidelity Blue Chip Fund*
Templeton Foreign I Fund
Fidelity Investment Grade
   Bond Fund
Fidelity Retirement
   Money Market
Vanguard Winsor
Vanguard Wellesley
TRP Small Cap Stock
Raytheon Class A Wasting
   Stock Fund
Raytheon GMH Wasting
   Stock Fund
Loans receivable from
   participants
                             --------------    --------------   --------------    --------------   --------------   --------------
        Total investments     1,344,306,330     1,464,615,296      799,542,751       745,602,791      442,796,289      379,680,454
                             --------------    --------------   --------------    --------------   --------------   --------------
Receivables:
   Employer contribution
   Accrued investment income
      and other receivables                                          4,748,948         1,573,604
   Transfer receivables         580,261,670       762,142,416      440,085,027       216,741,687      312,377,329      236,688,803
Cash and cash equivalents       123,969,201                         11,004,025         3,330,147
                             --------------    --------------   --------------    --------------   --------------   --------------
        Total assets          2,048,537,201     2,226,757,712    1,255,380,751       967,248,229      755,173,618      616,369,257
                             --------------    --------------   --------------    --------------   --------------   --------------

Liabilities:
   Payable for outstanding
      purchases                                                      1,932,125
   Accrued expenses and
      other payables                                                 1,853,618           844,977
   Transfer payables            580,261,670       762,142,416      440,085,027       216,741,687      312,377,329      236,688,803
                             --------------    --------------   --------------    --------------   --------------   --------------
        Total liabilities       580,261,670       762,142,416      443,870,770       217,586,664      312,377,329      236,688,803
                             --------------    --------------   --------------    --------------   --------------   --------------
Net assets available for
   plan benefits             $1,468,275,531    $1,464,615,296   $  811,509,981    $  749,661,565   $  442,796,289   $  379,680,454
                             ==============    ==============   ==============    ==============   ==============   ==============


                                       19

                                                 Templeton      Investment       Retirement       Vanguard          Vanguard
                               Blue Chip         Foreign I        Grade             Money          Winsor           Wellesley
                                 Fund              Fund         Bond Fund        Market Fund        Fund              Fund
                                                                                                  
Assets:
  Investments:
     At contract value:
Bankers Trust*
Prudential Life Insurance
   Company of America
Metropolitan Life
   Insurance Company*
Fidelity
Connecticut General
Monumental Life Insurance
   Company
At fair value:
Fidelity Equity Income
   Fund*
Raytheon Company Common
   Stock Fund*
BT Pyramid Equity
   Index Fund*
Fidelity Balanced Fund*
Fidelity Magellan Fund*
Fidelity Blue Chip Fund*     $  391,787,509
Templeton Foreign I Fund                       $   6,966,704
Fidelity Investment Grade
   Bond Fund                                                    $            -
Fidelity Retirement
   Money Market                                                                   $  13,202,524
Vanguard Winsor                                                                                    $           41
Vanguard Wellesley                                                                                                  $           18
TRP Small Cap Stock
Raytheon Class A Wasting
   Stock Fund
Raytheon GMH Wasting
   Stock Fund
Loans receivable from
   participants
                             --------------    --------------   --------------    -------------     -------------   --------------
        Total investments       391,787,509         6,966,704               -        13,202,524                41               18
                             --------------    --------------   --------------    -------------     -------------   --------------
Receivables:
   Employer contribution                                                              3,595,261
Accrued investment income
    and other receivables
Transfer receivables            191,269,141         6,966,652                        16,715,590

Cash and cash equivalents
                             --------------    --------------   --------------    -------------     -------------   --------------
        Total assets            583,056,650        13,933,356               -        33,513,375                 41              18
                             --------------    --------------   --------------    -------------     -------------   --------------
Liabilities:
   Payable for outstanding
     purchases
   Accrued expenses and
     other payables
   Transfer payables            191,269,141         6,966,652                        16,715,590
                             --------------    --------------   --------------    -------------     -------------   --------------
        Total liabilities       191,269,141         6,966,652               -        16,715,590               -                 -
                             --------------    --------------   --------------    -------------     -------------   --------------
Net assets available for
   plan benefits             $  391,787,509    $    6,966,704   $           -     $  16,797,785     $          41   $           18
                             ==============    ==============   ==============    ==============   ==============   ==============

                                       20

                              TRP Small        RTN.A             GMH
                              Cap Stock       Wasting           Wasting             Loan
                                Fund           Fund              Fund               Fund            Other(1)           Total
                                                                                                  

 Assets:
  Investments:
     At contract value:
Bankers Trust*                                                                                                      $   473,258,791
Prudential Life Insurance
   Company of America                                                                                                   236,989,116
Metropolitan Life
   Insurance Company*                                                                                                   594,847,154
Fidelity                                                                                                                 25,803,449
Connecticut General                                                                                                       6,538,482
Monumental Life Insurance
   Company                                                                                                                6,869,338
At fair value:
Fidelity Equity Income
   Fund*                                                                                                              1,464,615,296
Raytheon Company Common
   Stock Fund*                                                                                                          799,542,751
BT Pyramid Equity
   Index Fund*                                                                                                          745,602,791
Fidelity Balanced Fund*                                                                                                 442,796,289
Fidelity Magellan Fund*                                                                                                 379,680,454
Fidelity Blue Chip Fund*                                                                                                391,787,509
Templeton Foreign I Fund                                                                                                  6,966,704
Fidelity Investment Grade
   Bond Fund                                                                                                                     -
Fidelity Retirement
   Money Market                                                                                                          13,202,524
Vanguard Winsor                                                                                                                  41
Vanguard Wellesley                                                                                                               18
TRP Small Cap Stock          $         348                                                                                      348
Raytheon Class A Wasting
   Stock Fund                                  $  116,129,149                                                           116,129,149
Raytheon GMH Wasting
   Stock Fund                                                   $  172,859,819                                          172,859,819
Loans receivable from
   participants                                                                   $  250,687,865                        250,687,865
                             --------------    --------------   --------------    --------------     -------------   --------------
Total investments                       348       116,129,149      172,859,819       250,687,865               -      6,128,177,888
                             --------------    --------------   --------------    --------------     -------------   --------------

Receivables:
   Employer contribution                                                                                                  3,595,261
   Accrued investment income
     and other receivables                          1,193,397           23,640                                            7,539,589
   Transfer receivables                           120,761,325      178,295,618       117,046,618    $  855,826,675    4,035,178,551

Cash and cash equivalents                           3,480,490        5,474,220                                          147,258,083
                             --------------    --------------   --------------     -------------    --------------   --------------
        Total assets                    348       241,564,361      356,653,297       367,734,483       855,826,675   10,321,749,372
                             --------------    --------------   --------------     -------------    --------------   --------------
Liabilities:
   Payable for outstanding
     purchases                                                                                                            1,932,125
   Accrued expenses and
     other payables                                    41,711           62,061                                            2,802,367
   Transfer payables                              120,761,325      178,295,618       117,046,618                      3,179,351,876
                              --------------   --------------   --------------     -------------    --------------   --------------
        Total liabilities                 -       120,803,036      178,357,679       117,046,618                -     3,184,086,368
                              --------------   --------------   --------------     -------------    --------------   --------------
Net assets available for
   plan benefits              $         348      $120,761,325   $  178,295,618     $ 250,687,865    $  855,826,675   $7,137,663,004
                             ==============    ==============   ==============     ==============   ==============   ==============

Percentage of Master Trust that are Plan assets - 4.08%

*Represent more than 5% of net assets available for plan benefits

(1) Other represents Raytheon plans merging in from outside the Master Trust.

Note: Not all funds within the Master Trust are available options to
participants in the Plan.


                                       21

J.  Master Trust, Continued:

     The following is a summary of net assets available for plan benefits by
fund under the Master Trust as of December 31, 1997:




                                Fixed                             Raytheon         Stock
                               Income            Equity            Common           Index            Balanced         Magellan
                                Fund              Fund            Stock Fund        Fund              Fund              Fund
                                                                                                  
Assets:
  Investments:
   At contract value:
Bankers Trust*               $351,035,073
Prudential Life Insurance
   Company of America*        217,731,699
Metropolitan Life
   Insurance Company*         371,123,080
At fair value:
Fidelity Equity
   Income Fund*                                $782,799,011
Raytheon Company Common
   Stock Fund*                                                  $745,980,294
BT Pyramid Equity Index
   Fund*                                                                          $484,781,406
Fidelity Balanced Fund                                                                             $117,556,481
Fidelity Magellan Fund                                                                                              $91,863,155
Fidelity Blue Chip
   Fund
Templeton Foreign I
   Fund
Fidelity Investment
   Grade Bond Fund
Fidelity Retirement
   Money Market Fund
Loans receivable from
   participants
                             ------------      ------------     ------------      ------------     ------------     -----------
        Total investments     939,889,852       782,799,011      745,980,294       484,781,406      117,556,481      91,863,155
                             ------------      ------------     ------------      ------------     ------------     -----------
Receivables:
  Employer contribution
  Accrued investment income
    and other receivables                                          5,489,592         1,161,112

Cash and cash equivalents       9,232,100                         13,498,051         4,761,268
                             ------------      ------------     ------------      ------------     ------------     -----------
        Total assets          949,121,952       782,799,011      764,967,937       490,703,786      117,556,481      91,863,155
                             ------------      ------------     ------------      ------------     ------------     -----------
Liabilities:
  Payable for outstanding
    purchases                                                      6,340,318
  Accrued expenses and
    other payables                                                 1,480,875         1,200,471
                            -------------      ------------     ------------      ------------     ------------     -----------
        Total liabilities              -                -          7,821,193         1,200,471               -               -
                            -------------      ------------     ------------      ------------     ------------     -----------
Net assets available for
   plan benefits            $949,121,952       $782,799,011     $757,146,744      $489,503,315     $117,556,481     $91,863,155
                            ============       ============     ============      ============     ============     ===========


                                       22

                                              Templeton       Investment            Retirement
                        Blue Chip             Foreign I          Grade                Money          Loan
                          Fund                 Fund           Bond Fund            Market Fund       Fund                Total
                                                                                                  
Assets:
  Investments:
   At contract value:
Bankers Trust*                                                                                                      $351,035,073
Prudential Life Insurance
   Company of America*                                                                                               217,731,699
Metropolitan Life
   Insurance Company*                                                                                                371,123,080
At fair value:
Fidelity Equity
   Income Fund*                                                                                                      782,799,011
Raytheon Company Common
   Stock Fund*                                                                                                       745,980,294
BT Pyramid Equity Index
   Fund*                                                                                                             484,781,406
Fidelity Balanced Fund                                                                                               117,556,481
Fidelity Magellan Fund                                                                                                91,863,155
Fidelity Blue Chip
   Fund                     $136,586,123                                                                             136,586,123
Templeton Foreign I
   Fund                                        $5,471,176                                                             5,471,176
Fidelity Investment
   Grade Bond Fund                                              $1,548,125                                            1,548,125
Fidelity Retirement
   Money Market Fund                                                              $12,186,085                        12,186,085
Loans receivable from
   participants                                                                                    $166,395,767      166,395,767
                            ------------       ----------       ----------        -----------      ------------   --------------
        Total investments    136,586,123        5,471,176        1,548,125         12,186,085       166,395,767    3,485,057,475
                            ------------       ----------       ----------        -----------      ------------   --------------
Receivables:
   Employer contribution                                                            4,015,100                          4,015,100
   Accrued investment income
     and other receivables                                                                                             6,650,704

Cash and cash equivalents                                                                                             27,491,419
                            ------------       ----------       ----------        -----------      ------------   --------------
         Total assets        136,586,123        5,471,176        1,548,125         16,201,185       166,395,767    3,523,214,698
                            ------------       ----------       ----------        -----------      ------------   --------------
Liabilities:
  Payable for outstanding
    purchases                                                                                                          6,340,318
  Accrued expenses and
    other payables                                                                                                     2,681,346
                            ------------       ----------       ----------        -----------      ------------   --------------
        Total liabilities             -                -                -                  -                 -         9,021,664
                            ------------       ----------       ----------        -----------      ------------   --------------
Net assets available for
   plan benefits            $136,586,123       $5,471,176       $1,548,125        $16,201,185      $166,395,767   $3,514,193,034
                            ============       ==========       ==========        ===========      ============   ==============

Percentage of Master Trust that are Plan assets  - 1.76%

*Represent more than 5% of net assets available for plan benefits

Note: Not all funds within the Master Trust are available options to
participants in the Plan.


                                       23

J.  Master Trust, Continued:

The following is a summary of investment income by fund under the Master Trust
for the year ended December 31, 1998:


                                   Fixed                       Raytheon          Stock
                                  Income          Equity        Common           Index        Balanced        Magellan
                                   Fund            Fund         Stock Fund       Fund           Fund            Fund
                                                                                           
Investment income:
  Net appreciation
    (depreciation) of assets   $    30,695     $ 49,019,748    $74,202,083    $149,571,006    $16,091,158    $62,195,801
  Interest & Dividends          81,886,632       86,279,682          1,792                     42,537,357     13,255,763
                               -----------     ------------    -----------    ------------    -----------    -----------
Total investment
   income/(loss)               $81,917,327     $135,299,430    $74,203,875    $149,571,006    $58,628,515    $75,451,564
                               ===========     ============    ===========    ============    ===========    ===========

                                       24
                                               Templeton      Investment       Retirement      Vanguard     Vanguard
                               Blue Chip       Foreign I        Grade            Money          Winsor      Wellesley
                                  Fund            Fund         Bond Fund       Market Fund       Fund          Fund
                                                                                           
Investment income:
  Net appreciation
    (depreciation) of assets   $60,264,181     $(1,095,980)    $ 17,635                       $2,864,378     $1,379,950
Interest & Dividends            13,550,491         752,610      162,858        $  349,740
                               -----------     -----------     --------        ----------     ----------     ----------
Total investment
   income/(loss)               $73,814,672     $  (343,370)    $180,493        $  349,740     $2,864,378     $1,379,950
                               ===========     ===========     ========        ==========     ==========     ==========

                                       25

                                TRP Small         RTN.A           GMH
                                Cap Stock        Wasting        Wasting           Loan
                                  Fund            Fund            Fund            Fund          Total
                                                                               

Investment income:
  Net appreciation
    (depreciation) of assets   $        15     $  (35,268)     $44,604,025                    $459,109,427
Interest & Dividends                                                           $15,334,403     254,111,328
                               -----------     ----------      -----------     -----------    ------------
Total investment
   income/(loss)               $        15     $  (35,268)     $44,604,025     $15,334,403    $713,220,755
                               ===========     ==========      ===========     ===========    ============