WHITTAKER COMPLETES ACQUISITION OF XYPLEX, INC. FROM RAYTHEON FOR $117.5
MILLION IN CASH AND STOCK

Newly named Whittaker Xyplex division to offer full line of networking
products and turn-key networking integration solutions. Step makes
Whittaker among leading networking firms worldwide and creates balanced
aerospace and communications company.

SIMI VALLEY, CA., APRIL 11, 1996--Whittaker Corporation (NYSE:WKR)
headquartered here announced today it has completed the acquisition of
Xyplex, Inc., from Raytheon Company (NYSE--RTN), Lexington , MA. for
$117.5 million in cash and stock. Closure of the deal, announced on March
4, included necessary approvals under the Hart-Scott-Rodino Antitrust
Improvements Act. The acquisition makes Whittaker one of the top providers
of networking products in the world and expands the firm's market leader
position in healthcare networking, one of several vertical markets the
company supplies.

"With the addition of Xyplex our communications business has the products,
distribution channels and technology, all the ingredients to successfully
compete on a world scale," said Thomas A. Brancati, president and CEO
Whittaker Corporation. "We are in a fast growing and highly competitive
portion of the networking marketplace. Whittaker Xyplex will be a powerful
force in the networking industry providing our customers with the full
product and integration solutions they demand," Mr. Brancati said.

Located in Littleton and Boxborough, MA. the Xyplex unit, which makes a
wide range of internetworking and access server equipment for computer
networks and the Internet, will be integrated with the Whittaker
Communications' division located in Santa Clara, CA. Operations will
continue at all locations within the U.S. and at foreign offices.

The new combined organization will be renamed Whittaker Xyplex to maintain
the brand names and industry recognition of the two firms under the same
umbrella organization. Whittaker Xyplex will be headquartered in Santa
Clara. In addition to his position as Whittaker CEO, Mr. Brancati will
serve as the Chief Executive Officer of Whittaker Xyplex and Michael S.
Gardner, president of Whittaker Communications since May 1995 will serve
as division president.

Customers will draw upon a product line ranging from remote access devices
that allow them to connect business networks and computers to the Internet
to high speed switching hubs and access devices using Asynchronous
Transfer Mode (ATM) technology.

The Xyplex acquisition underscores Whittaker's strategy to create and grow
as a well-balanced company operating in two principal business segments,
aerospace and communications. In fiscal year 1996 ending Oct. 31,
Whittaker expects to post over $280 million in total revenues with 50%
from each of the two primary business units. In 1995, Whittaker had sales
of $159.5 million.

The product lines, technology, manufacturing, marketing, sales and other
operations of the two units are currently being integrated into the single
Whittaker Xyplex division which will operate from two business units. The
Switching Product Division will be located in Santa Clara, CA. and the
Internetworking Products Division will be located in Littleton, MA.
Whittaker Xyplex holds major and growing market positions in the
healthcare, education, banking/finance and government markets and strong
distribution channels for its products, which includes some 300 resellers
and systems integrators worldwide.

Whittaker is a global, customer-driven company providing products and
services with a high technology or engineering content to the aerospace
and communications markets. Founded in 1942, the company employs some
1,500 people in offices around the globe. Further information on Whittaker
may be obtained by contacting the company's Home Page at URL address
http://www.whittaker.com and Xyplex may be reached at URL address
http://www.xyplex.com
 
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