<PAGE>
 
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 27, 1997
 
                                                         REGISTRATION NO.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
 
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
 
                               ----------------
 
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
 
                               ----------------
 
                        NEWPORT NEWS SHIPBUILDING INC.
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
               DELAWARE                          ISSUER: 74-1541566
    (STATE OR OTHER JURISDICTION OF     (I.R.S. EMPLOYER IDENTIFICATION NO.)
    INCORPORATION OR ORGANIZATION)
 
                            4101 WASHINGTON AVENUE
                         NEWPORT NEWS, VIRGINIA 23607
                   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
 
                        NEWPORT NEWS SHIPBUILDING INC.
                       1997 EMPLOYEE STOCK PURCHASE PLAN
                           (FULL TITLE OF THE PLAN)
 
                              STEPHEN B. CLARKSON
                         VICE PRESIDENT AND SECRETARY
                        NEWPORT NEWS SHIPBUILDING INC.
                            4101 WASHINGTON AVENUE
                         NEWPORT NEWS, VIRGINIA 23607
                    (NAME AND ADDRESS OF AGENT FOR SERVICE)
 
                           TELEPHONE: (757) 380-2000
         (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
 
                               ----------------
 
                        CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                           PROPOSED        PROPOSED
                                            MAXIMUM        MAXIMUM
  TITLE OF SECURITIES     AMOUNT TO BE     OFFERING       AGGREGATE       AMOUNT OF
   TO BE REGISTERED        REGISTERED   PRICE PER SHARE OFFERING PRICE REGISTRATION FEE
---------------------------------------------------------------------------------------
<S>                      <C>            <C>             <C>            <C>
Common Stock, par value
 $.01 per share
 (including associated
 Rights)...............  700,000 shares    $16.0625*     $11,243,750*      $3,408*
---------------------------------------------------------------------------------------
</TABLE>
-------------------------------------------------------------------------------
* Calculated pursuant to Rule 457(c) under the Securities Act of 1933, as
  amended (the "Securities Act") based on the average of the high and low
  prices reported on the New York Stock Exchange on February 25, 1997.
 
  In addition, pursuant to Rule 416(c) under the Securities Act, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefits plans described herein.
 
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
<PAGE>
 
                                    PART I
 
             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
 
ITEM 1. PLAN INFORMATION.
 
  Not required to be included herewith.
 
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
 
  Not required to be included herewith.
 
                                    PART II
 
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
 
  The following documents filed by Newport News Shipbuilding Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities and Exchange Act of 1934, as amended (the "Exchange
Act"), are hereby incorporated by reference into this Registration Statement:
 
    (a) The Company's Registration Statement on Form 10 (Registration No. 1-
  12385), as amended.
 
    (b) The Company's Quarterly Report on Form 10-Q (File No. 1-9864) for the
  quarter ended September 30, 1996.
 
    (c) The Company's Current Reports on Form 8-K dated: (i) December 11,
  1996, as amended, (ii) February 5, 1997 and (iii) February 27, 1997.
 
  Additionally incorporated by reference into this Registration Statement is
the Company's Registration Statement on Form S-4, as amended (Registration No.
333-20285).
 
  In addition to the foregoing, all documents subsequently filed by (i) the
Company or (ii) the Plans pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act, prior to the filing of a post-effective amendment which
indicates that all securities registered hereunder have been issued or which
deregisters all securities offered then remaining unsold, shall be deemed
incorporated by reference in this Registration Statement and to be a part
hereof from the date of the filing of such documents. Any statement, including
financial statements, contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
 
ITEM 4. DESCRIPTION OF SECURITIES.
 
  Not applicable.
 
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
 
  Certain legal matters regarding shares of Common Stock offered hereby will
be passed upon for the Company by Stephen B. Clarkson, Vice President and
General Counsel of the Company. Mr. Clarkson beneficially owns 22,522 shares
of Company Common Stock.
 
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
  Section 145 of the Delaware General Corporation Law ("DGCL") gives Delaware
corporations broad powers to indemnify their present and former directors and
officers and those of affiliated corporations against expenses incurred in the
defense of any lawsuit to which they are made parties by reason of being or
having been such directors or officers, subject to specified conditions and
exclusions, allows the advancement of costs of defending against litigation,
and permits the Company to purchase insurance on behalf of directors,
officers, employees, and agents. Such indemnification is not exclusive of any
other rights to which those indemnified may be entitled under any bylaws,
agreement, vote of stockholders or otherwise.
 
                                     II-1
<PAGE>
 
  The Restated Certificate of Incorporation of the Company (the "Certificate")
provides that a director of the Company will not be liable to the Company or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except to the extent such exemption from liability or limitation
thereof is not permitted under the DGCL as the same exists or may thereafter
be amended. Based on the DGCL as presently in effect, a director of the
Company will not be personally liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the Company
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL, which concerns unlawful payments of dividends, stock
purchases or redemptions, or (iv) for any transactions from which the director
derived an improper personal benefit.
 
  While the Certificate provides directors with protection from awards for
monetary damages for breaches of their duty of care, it does not eliminate
such duty. Accordingly, the Certificate will have no effect on the
availability of equitable remedies such as an injunction or rescission based
on a director's breach of his or her duty of care. The provisions of the
Certificate described above apply to an officer of the Company only if he or
she is a director of the Company and is acting in his or her capacity as
director, and do not apply to officers of the Company who are not directors.
 
INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
  The Amended and Restated By-laws of the Company (the "By-laws") provide that
the Company will indemnify and hold harmless, to the fullest extent permitted
by applicable law as it presently exists or may thereafter be amended, any
person (an "Indemnitee") who was or is made or is threatened to be made a
party or is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (a "proceeding"), by reason
of the fact that he, she, or a person for whom he or she is the legal
representative, is or was a director or officer of the Company or, while a
director or officer of the Company, is or was serving at the request of the
Company as a director, officer, employee or agent of another company or of a
partnership, joint venture, trust, enterprise or nonprofit entity, including
service with respect to employee benefit plans, against all liability and loss
suffered and expenses (including attorneys' fees) reasonably incurred by such
Indemnitee. The By-laws also provide that, notwithstanding the foregoing, but
except as described in the second following paragraph, the Company will be
required to indemnify an Indemnitee in connection with a proceeding (or part
thereof) commenced by such Indemnitee only if the commencement of such
proceeding (or part thereof) by the Indemnitee was authorized by the Company
Board of Directors.
 
  The By-laws further provide that the Company will pay the expenses
(including attorneys' fees) incurred by an Indemnitee in defending any
proceeding in advance of its final disposition, provided however, that, to the
extent required by law, such payment of expenses in advance of the final
disposition of the proceeding will be made only upon receipt of an undertaking
by the Indemnitee to repay all amounts advanced if it should be ultimately
determined that the Indemnitee is not entitled to be indemnified under the
relevant section of the By-laws or otherwise.
 
  Pursuant to the By-laws, if a claim for indemnification or payment of
expenses thereunder is not paid in full within 30 days after a written claim
therefor by the Indemnitee has been received by the Company, the Indemnitee
may file suit to recover the unpaid amount of such claim and, if successful in
whole or in part, will be entitled to be paid the expense of prosecuting such
claim. The By-laws provide that, in any such action, the Company will have the
burden of proving that the Indemnitee is not entitled to the requested
indemnification or payment of expenses under applicable law.
 
  The By-laws also provide (i) that the rights conferred on any Indemnitee
thereby are not exclusive of any other rights which such Indemnitee may have
or thereafter acquire under any statute, provision of the Certificate, the By-
laws, agreement, vote of stockholders or disinterested directors or otherwise,
(ii) that the Company's obligation, if any, to indemnify or to advance
expenses to any Indemnitee who was or is serving at its request as a director,
officer, employee or agent of another company, partnership, joint venture,
trust, enterprise or nonprofit
 
                                     II-2
<PAGE>
 
entity will be reduced by any amount such Indemnitee may collect as
indemnification or advancement of expenses from such other company,
partnership, joint venture, trust, enterprise or nonprofit enterprise, and
(iii) that any repeal or modification of the relevant provisions of the By-
laws will not adversely affect any right or protection thereunder of any
Indemnitee in respect of any act or omission occurring prior to the time of
such repeal or modification.
 
  The By-laws also expressly state that the provisions thereof will not limit
the right of the Company, to the extent and in the manner permitted by law, to
indemnify and to advance expenses to persons other than Indemnitees when and
as authorized by appropriate corporate action.
 
  The Company has purchased insurance which purports to insure the Company
against certain costs of indemnification which may be incurred by it pursuant
to the foregoing provision, and to insure the officers and directors of the
Company, and of its subsidiary companies, against certain liabilities incurred
by them in the discharge of their function as such officers and directors
except for liabilities resulting from their own malfeasance.
 
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
 
  Not applicable.
 
ITEM 8. EXHIBITS.
 
  The following exhibits are filed as part of this Registration Statement:
 
<TABLE>
 <C>      <S>
  *4.1    --Restated Certificate of Incorporation of the Company dated as of December 11,
           1996.
  *4.2    --Amended and Restated By-laws of the Company dated as of December 11, 1996.
   4.3    --Rights Agreement dated as of December 11, 1996 between Newport News
           Shipbuilding Inc. and First Chicago Trust Company of New York, as Rights Agent.
   5      --Opinion of Stephen B. Clarkson, Esq. regarding Common Stock.
  23.1    --Consent of Stephen B. Clarkson, Esq. (included in Exhibit 5).
  23.2    --Consent of Arthur Andersen LLP, Independent Public Accountants.
  24.1    --Powers of Attorney (included on Signature Page).
</TABLE>
--------
*Incorporated herein by reference to the Company's Registration Statement on
   Form S-4, as amended (Registration No. 333-20285)
 
ITEM 9. UNDERTAKINGS.
 
A. SUBSEQUENT DISCLOSURE.
 
  The Company hereby undertakes:
 
    (1) To file, during any period in which offers or sales are being made of
  the securities registered hereby, a post-effective amendment to this
  Registration Statement:
 
      (i) To include any prospectus required by section 10(a)(3) of the
          Securities Act;
 
      (ii) To reflect in the prospectus any facts or events arising after
           the effective date of this Registration Statement (or the most
           recent post-effective amendment thereof) which, individually or
           in the aggregate, represent a fundamental change in the
           information set forth in this Registration Statement;
 
      (iii) To include any material information with respect to the plan
            of distribution not previously disclosed in this Registration
            Statement or any material change to such information in this
            Registration Statement;
 
  provided, however, that the undertakings set forth in paragraphs (i) and
  (ii) above do not apply if the information required to be included in a
  post-effective amendment by those paragraphs is contained in
 
                                     II-3
<PAGE>
 
  periodic reports filed with or furnished to the Commission by the Company,
  pursuant to Section 13 or Section 15(d) of the Exchange Act that are
  incorporated by reference in this Registration Statement.
 
    (2) That, for the purpose of determining any liability under the
  Securities Act, each such post-effective amendment shall be deemed to be a
  new registration statement relating to the securities offered therein, and
  the offering of such securities at that time shall be deemed to be the
  initial bona fide offering thereof.
 
    (3) To remove from registration by means of a post-effective amendment
  any of the securities being registered which remain unsold at the
  termination of the offering.
 
B. INCORPORATION BY REFERENCE.
 
  The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant
to Section 15(d) of the Exchange Act) that is incorporated by reference in
this Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
 
C. COMMISSION POSITION ON INDEMNIFICATION.
 
  The Company hereby undertakes that, insofar as indemnification for
liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
 
                                     II-4
<PAGE>
 
                                  SIGNATURES
 
THE REGISTRANT
 
  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF NEWPORT NEWS, STATE OF VIRGINIA, ON THIS 27TH DAY
OF FEBRUARY, 1997.
 
                                          NEWPORT NEWS SHIPBUILDING INC.
 
                                                 /s/ William P. Fricks
                                          By___________________________________
                                                     William P. Fricks
                                               Chairman, President and Chief
                                                     Executive Officer
 
  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATE INDICATED.
 
                               POWER OF ATTORNEY
 
  Each of the undersigned, in his capacity as officer or director, or both as
the case may be, of Newport News Shipbuilding Inc. does hereby appoint Stephen
B. Clarkson and David J. Anderson, and each of them severally, his true and
lawful attorneys or attorney to execute in his name, place and stead, in his
capacity as director or officer, or both as the case may be, this Registration
Statement and any and all amendments and post-effective amendments thereto,
and all instruments necessary or incidental in connection therewith and to
file the same with the Securities and Exchange Commission. Each of said
attorneys shall have power to act hereunder with or without the other attorney
and shall have full power and authority to do and perform in the name and on
behalf of each of said directors or officers, or both as the case may be,
every act whatsoever requisite or necessary to be done in the premises, as
fully and to all intents and purposes as which each of said officers or
directors, or both as the case may be, might or could do in person, hereby
ratifying and confirming all that said attorneys or attorney may lawfully do
or cause to be done by virtue hereof.
 
<TABLE>
<CAPTION>
             SIGNATURE                             TITLE                    DATE
             ---------                             -----                    ----
<S>                                    <C>                           <C>
      /s/ William P. Fricks
 --------------------------------------
          William P. Fricks            Chairman of the Board,
                                        President and Chief
                                        Executive Officer             February 27, 1997
      /s/ David J. Anderson
 --------------------------------------
          David J. Anderson            Senior Vice President and
                                        Chief Financial Officer       February 27, 1997
      /s/ Thomas J. Bradburn
 --------------------------------------
          Thomas J. Bradburn           Vice President--Finance and
                                        Corporate Controller          February 27, 1997
       /s/ Gerald L. Baliles           Director                       February 27, 1997
 --------------------------------------
        Hon. Gerald L. Baliles
                                       Director
 --------------------------------------
    Leon A. Edney, Admiral (Ret.)
</TABLE>
 
<PAGE>
 
<TABLE>
<S>                                  <C>                           <C>
     /s/ William R. Harvey           Director                      February 27, 1997
------------------------------------
       Dr. William R. Harvey
        /s/ Dana G. Mead             Director                      February 27, 1997
------------------------------------
            Dana G. Mead
      /s/ Joseph J. Sisco            Director                      February 27, 1997
------------------------------------
        Dr. Joseph J. Sisco
     /s/ Stephen R. Wilson           Director                      February 27, 1997
------------------------------------
         Stephen R. Wilson
</TABLE>
 
<PAGE>
 
                                  SIGNATURES
 
THE PLAN
 
  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE COMMITTEE
APPOINTED UNDER NEWPORT NEWS SHIPBUILDING INC. 1997 EMPLOYEE STOCK PURCHASE
PLAN HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY
THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF NEWPORT NEWS, STATE
OF VIRGINIA, ON THIS 27TH DAY OF FEBRUARY, 1997.
 
                                          NEWPORT NEWS SHIPBUILDING INC. 1997
                                           EMPLOYEE STOCK PURCHASE PLAN
 
                                                /s/ Alfred Little, Jr.
                                          By___________________________________
                                                    Alfred Little, Jr.
                                            Vice President--Human Resources of
                                              Newport News Shipbuilding Inc.
<PAGE>
 
                                 EXHIBIT INDEX
 
<TABLE>
<CAPTION>
 EXHIBIT
 NUMBER                           DOCUMENT DESCRIPTION
 -------                          --------------------
 <C>     <S>
  *4.1   --Restated Certificate of Incorporation of the Company dated as of
          December 11, 1996.
  *4.2   --Amended and Restated By-laws of the Company dated as of December 11,
          1996.
   4.3   --Rights Agreement dated as of December 11, 1996 between Newport News
          Shipbuilding Inc. and First Chicago Trust Company of New York, as
          Rights Agent.
   5     --Opinion of Stephen B. Clarkson, Esq. regarding Common Stock.
  23.1   --Consent of Stephen B. Clarkson, Esq. (included in Exhibit 5).
  23.2   --Consent of Arthur Andersen LLP, Independent Public Accountants.
  24.1   --Powers of Attorney (included on Signature Page).
</TABLE>
--------
*Incorporated herein by reference to the Company's Registration Statement on
   Form S-4, as amended (Registration No. 333-20285)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 24193}]
{"company-data": {"conformed-name": "NEWPORT NEWS SHIPBUILDING INC", "cik": "0001025361", "assigned-sic": "3730", "irs-number": "741541566", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-22501", "film-number": "97546401"}, "business-address": {"street1": "4101 WASHINGTON AVE", "city": "NEWPORT NEWS", "state": "VA", "zip": "23607", "phone": "8043802000"}, "mail-address": {"street1": "4101 WASHINGTON AVE", "city": "NEWPORT NEWS", "state": "VA", "zip": "23607"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 27, 1997
 
                                                         REGISTRATION NO.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
 
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
 
                               ----------------
 
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
 
                               ----------------
 
                        NEWPORT NEWS SHIPBUILDING INC.
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
               DELAWARE                          ISSUER: 74-1541566
    (STATE OR OTHER JURISDICTION OF     (I.R.S. EMPLOYER IDENTIFICATION NO.)
    INCORPORATION OR ORGANIZATION)
 
                            4101 WASHINGTON AVENUE
                         NEWPORT NEWS, VIRGINIA 23607
                   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
 
                        NEWPORT NEWS SHIPBUILDING INC.
                       1997 EMPLOYEE STOCK PURCHASE PLAN
                           (FULL TITLE OF THE PLAN)
 
                              STEPHEN B. CLARKSON
                         VICE PRESIDENT AND SECRETARY
                        NEWPORT NEWS SHIPBUILDING INC.
                            4101 WASHINGTON AVENUE
                         NEWPORT NEWS, VIRGINIA 23607
                    (NAME AND ADDRESS OF AGENT FOR SERVICE)
 
                           TELEPHONE: (757) 380-2000
         (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
 
                               ----------------
 
                        CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
PROPOSED        PROPOSED
                                            MAXIMUM        MAXIMUM
  TITLE OF SECURITIES     AMOUNT TO BE     OFFERING       AGGREGATE       AMOUNT OF
   TO BE REGISTERED        REGISTERED   PRICE PER SHARE OFFERING PRICE REGISTRATION FEE
---------------------------------------------------------------------------------------
Common Stock, par value
 $.01 per share
 (including associated
 Rights)...............  700,000 shares    $16.0625*     $11,243,750*      $3,408*
---------------------------------------------------------------------------------------
-------------------------------------------------------------------------------
* Calculated pursuant to Rule 457(c) under the Securities Act of 1933, as
  amended (the "Securities Act") based on the average of the high and low
  prices reported on the New York Stock Exchange on February 25, 1997.
 
  In addition, pursuant to Rule 416(c) under the Securities Act, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefits plans described herein.
 
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
PART I
 
             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
 
ITEM 1. PLAN INFORMATION.
 
  Not required to be included herewith.
 
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
 
  Not required to be included herewith.
 
                                    PART II
 
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
 
  The following documents filed by Newport News Shipbuilding Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities and Exchange Act of 1934, as amended (the "Exchange
Act"), are hereby incorporated by reference into this Registration Statement:
 
    (a) The Company's Registration Statement on Form 10 (Registration No. 1-
  12385), as amended.
 
    (b) The Company's Quarterly Report on Form 10-Q (File No. 1-9864) for the
  quarter ended September 30, 1996.
 
    (c) The Company's Current Reports on Form 8-K dated: (i) December 11,
  1996, as amended, (ii) February 5, 1997 and (iii) February 27, 1997.
 
  Additionally incorporated by reference into this Registration Statement is
the Company's Registration Statement on Form S-4, as amended (Registration No.
333-20285).
 
  In addition to the foregoing, all documents subsequently filed by (i) the
Company or (ii) the Plans pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act, prior to the filing of a post-effective amendment which
indicates that all securities registered hereunder have been issued or which
deregisters all securities offered then remaining unsold, shall be deemed
incorporated by reference in this Registration Statement and to be a part
hereof from the date of the filing of such documents. Any statement, including
financial statements, contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
 
ITEM 4. DESCRIPTION OF SECURITIES.
 
  Not applicable.
 
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
 
  Certain legal matters regarding shares of Common Stock offered hereby will
be passed upon for the Company by Stephen B. Clarkson, Vice President and
General Counsel of the Company. Mr. Clarkson beneficially owns 22,522 shares
of Company Common Stock.
 
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
  Section 145 of the Delaware General Corporation Law ("DGCL") gives Delaware
corporations broad powers to indemnify their present and former directors and
officers and those of affiliated corporations against expenses incurred in the
defense of any lawsuit to which they are made parties by reason of being or
having been such directors or officers, subject to specified conditions and
exclusions, allows the advancement of costs of defending against litigation,
and permits the Company to purchase insurance on behalf of directors,
officers, employees, and agents. Such indemnification is not exclusive of any
other rights to which those indemnified may be entitled under any bylaws,
agreement, vote of stockholders or otherwise.
 
                                     II-1
The Restated Certificate of Incorporation of the Company (the "Certificate")
provides that a director of the Company will not be liable to the Company or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except to the extent such exemption from liability or limitation
thereof is not permitted under the DGCL as the same exists or may thereafter
be amended. Based on the DGCL as presently in effect, a director of the
Company will not be personally liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the Company
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL, which concerns unlawful payments of dividends, stock
purchases or redemptions, or (iv) for any transactions from which the director
derived an improper personal benefit.
 
  While the Certificate provides directors with protection from awards for
monetary damages for breaches of their duty of care, it does not eliminate
such duty. Accordingly, the Certificate will have no effect on the
availability of equitable remedies such as an injunction or rescission based
on a director's breach of his or her duty of care. The provisions of the
Certificate described above apply to an officer of the Company only if he or
she is a director of the Company and is acting in his or her capacity as
director, and do not apply to officers of the Company who are not directors.
 
INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
  The Amended and Restated By-laws of the Company (the "By-laws") provide that
the Company will indemnify and hold harmless, to the fullest extent permitted
by applicable law as it presently exists or may thereafter be amended, any
person (an "Indemnitee") who was or is made or is threatened to be made a
party or is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (a "proceeding"), by reason
of the fact that he, she, or a person for whom he or she is the legal
representative, is or was a director or officer of the Company or, while a
director or officer of the Company, is or was serving at the request of the
Company as a director, officer, employee or agent of another company or of a
partnership, joint venture, trust, enterprise or nonprofit entity, including
service with respect to employee benefit plans, against all liability and loss
suffered and expenses (including attorneys' fees) reasonably incurred by such
Indemnitee. The By-laws also provide that, notwithstanding the foregoing, but
except as described in the second following paragraph, the Company will be
required to indemnify an Indemnitee in connection with a proceeding (or part
thereof) commenced by such Indemnitee only if the commencement of such
proceeding (or part thereof) by the Indemnitee was authorized by the Company
Board of Directors.
 
  The By-laws further provide that the Company will pay the expenses
(including attorneys' fees) incurred by an Indemnitee in defending any
proceeding in advance of its final disposition, provided however, that, to the
extent required by law, such payment of expenses in advance of the final
disposition of the proceeding will be made only upon receipt of an undertaking
by the Indemnitee to repay all amounts advanced if it should be ultimately
determined that the Indemnitee is not entitled to be indemnified under the
relevant section of the By-laws or otherwise.
 
  Pursuant to the By-laws, if a claim for indemnification or payment of
expenses thereunder is not paid in full within 30 days after a written claim
therefor by the Indemnitee has been received by the Company, the Indemnitee
may file suit to recover the unpaid amount of such claim and, if successful in
whole or in part, will be entitled to be paid the expense of prosecuting such
claim. The By-laws provide that, in any such action, the Company will have the
burden of proving that the Indemnitee is not entitled to the requested
indemnification or payment of expenses under applicable law.
 
  The By-laws also provide (i) that the rights conferred on any Indemnitee
thereby are not exclusive of any other rights which such Indemnitee may have
or thereafter acquire under any statute, provision of the Certificate, the By-
laws, agreement, vote of stockholders or disinterested directors or otherwise,
(ii) that the Company's obligation, if any, to indemnify or to advance
expenses to any Indemnitee who was or is serving at its request as a director,
officer, employee or agent of another company, partnership, joint venture,
trust, enterprise or nonprofit
 
                                     II-2
entity will be reduced by any amount such Indemnitee may collect as
indemnification or advancement of expenses from such other company,
partnership, joint venture, trust, enterprise or nonprofit enterprise, and
(iii) that any repeal or modification of the relevant provisions of the By-
laws will not adversely affect any right or protection thereunder of any
Indemnitee in respect of any act or omission occurring prior to the time of
such repeal or modification.
 
  The By-laws also expressly state that the provisions thereof will not limit
the right of the Company, to the extent and in the manner permitted by law, to
indemnify and to advance expenses to persons other than Indemnitees when and
as authorized by appropriate corporate action.
 
  The Company has purchased insurance which purports to insure the Company
against certain costs of indemnification which may be incurred by it pursuant
to the foregoing provision, and to insure the officers and directors of the
Company, and of its subsidiary companies, against certain liabilities incurred
by them in the discharge of their function as such officers and directors
except for liabilities resulting from their own malfeasance.
 
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
 
  Not applicable.
 
ITEM 8. EXHIBITS.
 
  The following exhibits are filed as part of this Registration Statement:
*4.1    --Restated Certificate of Incorporation of the Company dated as of December 11,
           1996.
  *4.2    --Amended and Restated By-laws of the Company dated as of December 11, 1996.
   4.3    --Rights Agreement dated as of December 11, 1996 between Newport News
           Shipbuilding Inc. and First Chicago Trust Company of New York, as Rights Agent.
   5      --Opinion of Stephen B. Clarkson, Esq. regarding Common Stock.
  23.1    --Consent of Stephen B. Clarkson, Esq. (included in Exhibit 5).
  23.2    --Consent of Arthur Andersen LLP, Independent Public Accountants.
  24.1    --Powers of Attorney (included on Signature Page).
--------
*Incorporated herein by reference to the Company's Registration Statement on
   Form S-4, as amended (Registration No. 333-20285)
 
ITEM 9. UNDERTAKINGS.
 
A. SUBSEQUENT DISCLOSURE.
 
  The Company hereby undertakes:
 
    (1) To file, during any period in which offers or sales are being made of
  the securities registered hereby, a post-effective amendment to this
  Registration Statement:
 
      (i) To include any prospectus required by section 10(a)(3) of the
          Securities Act;
 
      (ii) To reflect in the prospectus any facts or events arising after
           the effective date of this Registration Statement (or the most
           recent post-effective amendment thereof) which, individually or
           in the aggregate, represent a fundamental change in the
           information set forth in this Registration Statement;
 
      (iii) To include any material information with respect to the plan
            of distribution not previously disclosed in this Registration
            Statement or any material change to such information in this
            Registration Statement;
 
  provided, however, that the undertakings set forth in paragraphs (i) and
  (ii) above do not apply if the information required to be included in a
  post-effective amendment by those paragraphs is contained in
 
                                     II-3
periodic reports filed with or furnished to the Commission by the Company,
  pursuant to Section 13 or Section 15(d) of the Exchange Act that are
  incorporated by reference in this Registration Statement.
 
    (2) That, for the purpose of determining any liability under the
  Securities Act, each such post-effective amendment shall be deemed to be a
  new registration statement relating to the securities offered therein, and
  the offering of such securities at that time shall be deemed to be the
  initial bona fide offering thereof.
 
    (3) To remove from registration by means of a post-effective amendment
  any of the securities being registered which remain unsold at the
  termination of the offering.
 
B. INCORPORATION BY REFERENCE.
 
  The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant
to Section 15(d) of the Exchange Act) that is incorporated by reference in
this Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
 
C. COMMISSION POSITION ON INDEMNIFICATION.
 
  The Company hereby undertakes that, insofar as indemnification for
liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
 
                                     II-4
SIGNATURES
 
THE REGISTRANT
 
  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF NEWPORT NEWS, STATE OF VIRGINIA, ON THIS 27TH DAY
OF FEBRUARY, 1997.
 
                                          NEWPORT NEWS SHIPBUILDING INC.
 
                                                 /s/ William P. Fricks
                                          By___________________________________
                                                     William P. Fricks
                                               Chairman, President and Chief
                                                     Executive Officer
 
  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATE INDICATED.
 
                               POWER OF ATTORNEY
 
  Each of the undersigned, in his capacity as officer or director, or both as
the case may be, of Newport News Shipbuilding Inc. does hereby appoint Stephen
B. Clarkson and David J. Anderson, and each of them severally, his true and
lawful attorneys or attorney to execute in his name, place and stead, in his
capacity as director or officer, or both as the case may be, this Registration
Statement and any and all amendments and post-effective amendments thereto,
and all instruments necessary or incidental in connection therewith and to
file the same with the Securities and Exchange Commission. Each of said
attorneys shall have power to act hereunder with or without the other attorney
and shall have full power and authority to do and perform in the name and on
behalf of each of said directors or officers, or both as the case may be,
every act whatsoever requisite or necessary to be done in the premises, as
fully and to all intents and purposes as which each of said officers or
directors, or both as the case may be, might or could do in person, hereby
ratifying and confirming all that said attorneys or attorney may lawfully do
or cause to be done by virtue hereof.
SIGNATURE                             TITLE                    DATE
             ---------                             -----                    ----
/s/ William P. Fricks
 --------------------------------------
          William P. Fricks            Chairman of the Board,
                                        President and Chief
                                        Executive Officer             February 27, 1997
      /s/ David J. Anderson
 --------------------------------------
          David J. Anderson            Senior Vice President and
                                        Chief Financial Officer       February 27, 1997
      /s/ Thomas J. Bradburn
 --------------------------------------
          Thomas J. Bradburn           Vice President--Finance and
                                        Corporate Controller          February 27, 1997
       /s/ Gerald L. Baliles           Director                       February 27, 1997
 --------------------------------------
        Hon. Gerald L. Baliles
                                       Director
 --------------------------------------
    Leon A. Edney, Admiral (Ret.)
/s/ William R. Harvey           Director                      February 27, 1997
------------------------------------
       Dr. William R. Harvey
        /s/ Dana G. Mead             Director                      February 27, 1997
------------------------------------
            Dana G. Mead
      /s/ Joseph J. Sisco            Director                      February 27, 1997
------------------------------------
        Dr. Joseph J. Sisco
     /s/ Stephen R. Wilson           Director                      February 27, 1997
------------------------------------
         Stephen R. Wilson
SIGNATURES
 
THE PLAN
 
  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE COMMITTEE
APPOINTED UNDER NEWPORT NEWS SHIPBUILDING INC. 1997 EMPLOYEE STOCK PURCHASE
PLAN HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY
THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF NEWPORT NEWS, STATE
OF VIRGINIA, ON THIS 27TH DAY OF FEBRUARY, 1997.
 
                                          NEWPORT NEWS SHIPBUILDING INC. 1997
                                           EMPLOYEE STOCK PURCHASE PLAN
 
                                                /s/ Alfred Little, Jr.
                                          By___________________________________
                                                    Alfred Little, Jr.
                                            Vice President--Human Resources of
                                              Newport News Shipbuilding Inc.
EXHIBIT INDEX
EXHIBIT
 NUMBER                           DOCUMENT DESCRIPTION
 -------                          --------------------
*4.1   --Restated Certificate of Incorporation of the Company dated as of
          December 11, 1996.
  *4.2   --Amended and Restated By-laws of the Company dated as of December 11,
          1996.
   4.3   --Rights Agreement dated as of December 11, 1996 between Newport News
          Shipbuilding Inc. and First Chicago Trust Company of New York, as
          Rights Agent.
   5     --Opinion of Stephen B. Clarkson, Esq. regarding Common Stock.
  23.1   --Consent of Stephen B. Clarkson, Esq. (included in Exhibit 5).
  23.2   --Consent of Arthur Andersen LLP, Independent Public Accountants.
  24.1   --Powers of Attorney (included on Signature Page).
--------
*Incorporated herein by reference to the Company's Registration Statement on
   Form S-4, as amended (Registration No. 333-20285)