FORM 4 [X] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

STEWART MARTA R
2. Issuer Name and Ticker or Trading Symbol

RAYTHEON CO/ [ RTN ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

870 WINTER STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

4/3/2020
(Street)

WALTHAM, MA 02451
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Deferred Restricted Stock Units (1) (2)4/3/2020  D     878   (2) (2)Common Stock 878.0  (2)667 D  
Deferred Restricted Stock Units (1) (3)4/3/2020  D     667   (3) (3)Common Stock 667.0  (3)0 D  

Explanation of Responses:
(1) Pursuant to the terms of the Agreement and Plan of Merger, dated as of June 9, 2019, as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of March 9, 2020, by and between United Technologies Corporation ("UTC") and Raytheon Company ("Raytheon") (the "Merger Agreement"), on April 3, 2020 (the "Closing Date"), Raytheon became a wholly owned subsidiary of UTC, with UTC becoming Raytheon Technologies Corporation. Pursuant to the Merger Agreement, on the Closing Date, each share of Raytheon Common Stock held by the reporting person was converted automatically into 2.3348 shares of UTC Common Stock.
(2) Represents restricted stock units ("RSUs") granted under the Director Deferred Restricted Stock Unit Program on May 30, 2019. These RSUs were converted into shares of UTC Common Stock pursuant to the terms of the Merger Agreement.
(3) Represents RSUs granted under the Director Deferred Restricted Stock Unit Program on June 27, 2018. These RSUs were converted into shares of UTC Common Stock pursuant to the terms of the Merger Agreement.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
STEWART MARTA R
870 WINTER STREET
WALTHAM, MA 02451
X



Signatures
Dana Ng, Attorney-in-fact4/7/2020
**Signature of Reporting PersonDate

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