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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                  SCHEDULE 13D
                                 (Rule 13d-101)

             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
            TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
                                  RULE 13d-2(a)

                                (Amendment No. 1)


                              WHITTAKER CORPORATION
                                (Name of Issuer)


                     Common Stock, par value $0.01 per share
                         (Title of Class of Securities)


                                   966680-40-7
                                 (CUSIP Number)


                                 Thomas D. Hyde
                                Raytheon Company
                                141 Spring Street
                               Lexington, MA 02173
                                  781-862-6600
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)


                                  June 10, 1998
             (Date of Event Which Requires Filing of this Statement)



          If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box / /.

          Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.


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                                  SCHEDULE 13D

CUSIP NO.         966680-40-7


1        NAME OF REPORTING PERSON
         S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

         Raytheon Company
         95-1778500

2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  
         (a) /   /                              (b) /   /

3        SEC USE ONLY

4        SOURCE OF FUNDS
         N/A

5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
         ITEMS 2(d) or 2(e)   /   /

6        CITIZENSHIP OR PLACE OF ORGANIZATION
         Delaware

                               7    SOLE VOTING POWER
                                    NONE
NUMBER OF
SHARES                         8    SHARED VOTING POWER
BENEFICIALLY                        NONE
OWNED BY
EACH                           9    SOLE DISPOSITIVE POWER
REPORTING                           NONE
PERSON
WITH                          10    SHARED DISPOSITIVE POWER
                                    NONE

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         -0-

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
         SHARES  /   /

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
         0%

14       TYPE OF REPORTING PERSON
         CO

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                         AMENDMENT NO. 1 TO SCHEDULE 13D


          The Statement on Schedule 13D (the "Schedule 13D") relating to the
common stock, par value $.01 per share, of Whittaker Corporation, a Delaware
corporation ("Whittaker"), as previously filed by Raytheon Company, a Delaware
corporation ("Raytheon"), is hereby amended and supplemented with respect to the
items set forth below. Capitalized terms used without definition have the
meaning ascribed to such terms in the Schedule 13D.

Ttem 1.   Security and Issuer.

          See the Schedule 13D.

Item 2.   Identity and Background.

          See the Schedule 13D.

Item 3.   Source and Amounts of Funds or Other Consideration.

          Not Applicable.

Item 4.   Purpose of Transaction.

          Not Applicable

Item 5.   Interest in Securities of the Issuer.

          On June 12, 1998, Raytheon sold 1,974,333 shares of Whittaker common
          stock to Canpartners Investments IV, LLC ("Canpartners") on behalf of
          its affiliated managed accounts pursuant to the terms and conditions
          of a certain letter agreement dated June 10, 1998 between Raytheon and
          Canpartners. A copy of the letter agreement is filed as an exhibit
          hereto. As a result of such sale, Raytheon is no longer the beneficial
          owner of any shares of Whittaker common stock and thus Raytheon's
          filing obligations under Rule 13-d are terminated.

Item 6.   Contracts, Arrangements, Understandings or Relationships With Respect
          to Securities of the Issuer.

          Not Applicable.

Item 7.    Material to be Filed as Exhibits.

          1. Letter Agreement dated June 10, 1998 by and between Raytheon and
Canpartners.
                                    SIGNATURE

         After reasonable  inquiry and to the best of my knowledge and belief, I
certify that the information  set forth in this statement is true,  complete and
correct.
                                        Raytheon Company

                                         /s/ Thomas D. Hyde
                                      By:    Thomas D. Hyde
                                      Senior Vice President and General Counsel
June 12, 1998







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                                            INDEX TO EXHIBITS


         Exhibit No.            Exhibit

         1                      Letter Agreement dated June 10, 1998
                                by and between  Raytheon Company and
                                Canpartners Investments IV, LLC.

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                         CANPARTNERS INVESTMENTS IV, LLC
                          9665 WILSHIRE BLVD, SUITE 200
                             BEVERLY HILLS, CA 90212
                                 (310) 247-2700
                              (310) 247-2701 (fax)

                                                              June 10, 1998


Mr. Rich Goglia
Raytheon Company
141 Spring Street
Lexington, MA  02173

         RE:      Confirmation of Purchase of Whittaker
                  Corporation Common Stock

Dear Mr. Goglia:

          The purpose of this letter is to confirm that Canpartners Investments
IV, LLC ("Canpartners") on behalf of its affiliated managed accounts has
irrevocably agreed to purchase and Raytheon Company ("Raytheon") has irrevocably
agreed to sell all of the shares of the Common Stock of Whittaker Corporation
("Whittaker") which are held by Raytheon under the terms and conditions
(collectively, the "Terms") set forth below:

Number of Shares:   1,974,333 shares of Common Stock (the "Stock")

Price:              $11.9531 per share

Execution:          Friday, June 12, 1998, but subject to the parties'
                    understanding that the Execution Date of the transaction
                    contemplated herein is conditioned upon both parties'
                    satisfaction that the transaction is exempt from the filing
                    requirements of the Hart-Scott-Rodino Antitrust Improvements
                    Act ("HSR").  If HSR applies, Execution shall occur
                    immediately upon the receipt of HSR approvals (in this
                    regard, Canpartners agrees to file all necessary HSR
                    applications on or before three days after the date
                    hereof).  Settlement shall be on T + 3 in same day funds.

Other:              Canpartners' purchase is subject to Canpartners' receipt of
                    fully paid, non-assessable, freely tradeable and
                    non-legended shares of Stock, free and clear of all
                    encumbrances and restrictions.

          Please confirm Raytheon's acceptance of the foregoing by executing
this letter in the space provided below and returning such executed copy to the
undersigned via telecopier at (310) 247-2701.

Sincerely,

CANPARTNERS INVESTMENTS IV, LLC
A California limited liability company

By:      Canpartners Incorporated,
         A California corporation,
         An authorized member

By:       /s/   Mitchel Julis
         Name:  Mitchel Julis
         Title: Vice President

Agreed and Accepted:

Raytheon Company

By:       /s/   Richard A. Goglia
         Name:  Richard  A. Goglia
         Title: Director - International Finance