UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 14A

           PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
                      EXCHANGE ACT OF 1934 (AMENDMENT NO. )

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Reg. (S) 240.14a-101.

SEC 1913 (3-99)



FOR IMMEDIATE RELEASE

Contact:
Amy Hosmer
781.860.2423

Gen. John Tilelli Jr. nominated to Raytheon Board of Directors

LEXINGTON, Mass., (March 28, 2002) - The Raytheon Company (NYSE: RTN) board of
directors is recommending the election of retired U.S. Army General
John H. Tilelli, Jr. to the board. Tilelli, 60, is president and chief operating
officer of Cypress International Inc.

Tilelli's election at the company's annual meeting on April 24, 2002, would
bring the total number of Raytheon board members to 12. John R. Galvin and
Alfred M. Zeien will be retiring from the Raytheon board following the annual
meeting.

Prior to joining Cypress International in January 2002, Tilelli was president
and chief executive officer of USO Worldwide operations. He was appointed to
this position following his retirement from the U.S. Army after 37 years of
service. Upon his retirement, Tilelli was Commander-in-Chief of the United
Nations Command and Combined Forces Command for the U.S. Forces Korea. During
his distinguished career, Tilelli also served two tours in Vietnam, four tours
in Germany and three tours at the Pentagon. In addition, he served as a
commanding general during Desert Shield and Desert Storm.

Cypress International Inc., based in Arlington, Va., is a business development
organization assisting clients to identify new defense business opportunities.

With headquarters in Lexington, Mass., Raytheon is a global technology leader in
defense, government and commercial electronics, and business and special mission
aircraft.

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