<PAGE>   1


      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 6, 1997

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                ---------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                                ---------------

                          GENERAL DYNAMICS CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            DELAWARE                                ISSUER: 13-1673581
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
 incorporation or organization)

                            3190 FAIRVIEW PARK DRIVE
                       FALLS CHURCH, VIRGINIA 22042-4523
                    (Address of Principal Executive Offices)

                          GENERAL DYNAMICS CORPORATION
                        1997 INCENTIVE COMPENSATION PLAN
                            (FULL TITLE OF THE PLAN)

                           EDWARD C. BRUNTRAGER, ESQ.
                       VICE PRESIDENT AND GENERAL COUNSEL
                          GENERAL DYNAMICS CORPORATION
                            3190 FAIRVIEW PARK DRIVE
                       FALLS CHURCH, VIRGINIA 22042-4523
                    (NAME AND ADDRESS OF AGENT FOR SERVICE)

                           TELEPHONE: (703) 876-3000
         (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 $1.00
 per share                          3,000,000 shares        $70.88*       $212,640,000*     $64,436
=========================================================================================================
</TABLE>

*              Calculated pursuant to Rule 457(c) under the Securities Act of
               1933, as amended based on the average of the high and low prices
               reported on the New York Stock Exchange on April 28, 1997.

================================================================================
<PAGE>   2
                                     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 General Dynamics Corporation
(the "Corporation") 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 Corporation's Annual Report on Form 10-K for
                               the fiscal year ended December 31, 1996; and
                          (b)  The description of the Common Stock of the
                               Corporation which is contained in a registration
                               statement filed under the Exchange Act,
                               including any amendment or report filed
                               for the purpose of updating such description.

                 In addition to the foregoing, all documents subsequently filed
by (i) the Corporation or (ii) the General Dynamics Corporation 1997 Incentive
Compensation Plan, pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment that indicates
that all securities registered hereunder have been issued or that 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.

                 Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                 Under Section 145 of the General Corporation Law of the State
of Delaware, the Corporation is in certain circumstances permitted, and in
other circumstances may be required, to indemnify its directors and officers
against certain expenses (including attorneys' fees) and other amounts paid in
connection with certain threatened, pending or completed civil, criminal,
administrative or investigative actions, suits or proceedings (including
certain civil actions and suits that may be instituted by or in the right of
the Corporation), in which such persons were or are parties, or are threatened
to be made parties, by reason of the fact that such persons were or are
directors or officers of the Corporation.  That section also permits the
Corporation to purchase and maintain insurance on behalf of its directors and
officers against any liability which may be asserted against, or incurred by,
such persons in their capacities as directors or officers of the Corporation,
or which may arise out of their status as directors or officers of the
Corporation, whether or not the Corporation would have the power to





                                      -1-
<PAGE>   3
indemnify such persons against such liability under the provisions of Section
145, and provides that it is not exclusive of, but in addition to, any other
rights to which the indemnified party may be entitled.

                 Article Twelfth of the Corporation's Restated Certificate of
Incorporation provides that the Corporation will in certain instances, be
required to indemnify its directors and officers against certain expenses
(including attorneys' fees), judgments, fines and other sums paid in connection
with the defense or settlement of certain threatened, pending or completed
civil, criminal, administrative, or investigative actions, suits or proceedings
(including certain civil actions and suits which may be instituted by or in the
right of the Corporation), to which such persons were or are parties, or are
threatened to be made parties by reason of (a) the fact that such persons were
or are directors or officers of the Corporation or members of any committee of
the Board of Directors, (b) the fact that such persons were or are acting in
any capacity in a partnership, association, trust or other organization or
entity where they served or are serving as such at the request of the
Corporation, or (c) any action taken or not taken by such persons in their
capacities as directors or officers of the Corporation or members of any
committee of the Board of Directors, whether or not they continue in such
capacity at the time such liability or expense shall have been incurred or
asserted.

                 Article Thirteenth of the Corporation's Restated Certificate
of Incorporation provides that the Corporation's directors will not be
personally liable to the Corporation or its shareholders for monetary damages
resulting from breaches of their fiduciary duties as directors except (a) for
any breach of the duty of loyalty to the Corporation or its shareholders, (b)
for acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (c) under Section 174 of the General Corporation
Law of Delaware, which makes directors liable for unlawful dividends or
unlawful stock repurchases or redemptions, or (d) for transactions from which
Directors derive improper personal benefit.

                 The Corporation maintains a Directors and Officers Liability
Insurance Policy under which directors and officers of the Corporation and its
subsidiaries are insured against losses for certain kinds of actions during
each policy year.  The policies provide for a deductible for each loss for each
director and officer and for an aggregate deductible for all directors and
officers and also for an aggregate Corporation deductible.  In addition, the
Corporation has purchased  insurance to cover the liability of fiduciaries of
its employee benefit plans, including the retirement plans, savings and stock
investment plans, profit-sharing plans and other plans maintained by the
Corporation and its domestic subsidiaries.  Certain directors and officers of
the Corporation may be deemed to be fiduciaries under such plans.

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, effective May 21, 
                 1991*

4-2              --Bylaws as amended, effective August 7, 1996**


4-3              --General Dynamics Corporation 1997 Incentive Compensation
                 Plan**

23               --Consent of Arthur Andersen LLP.

24               --Powers of Attorney of Frank C. Carlucci, Nicholas D.
                 Chabraja, James S. Crown, Lester Crown, Charles H. Goodman,
                 James R. Mellor, Gordon R. Sullivan and Carlisle A. H. Trost.

            *Incorporated by reference from the Corporation's annual report on
Form 10-K for the year ended December 31, 1992.

           **Incorporated by reference from the Corporation's annual report on
Form 10-K for the year ended December 31, 1996.

ITEM 9. UNDERTAKINGS.

A.  SUBSEQUENT DISCLOSURE.

                 The Corporation 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;





                                      -2-
<PAGE>   4
                                  (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 periodic reports filed with or
                 furnished to the Commission by the Corporation, 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 Corporation hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Corporation'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.

                 Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Corporation pursuant to the foregoing provisions, or otherwise, the
Corporation 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 Corporation of expenses
incurred or paid by a director, officer or controlling person of the
Corporation 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 Corporation 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.





                                      -3-
<PAGE>   5
                                   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 FALLS CHURCH, STATE OF VIRGINIA, ON
THIS 5TH DAY OF MAY, 1997.

                      GENERAL DYNAMICS CORPORATION

                      By      /s/ JAMES R. MELLOR
                         -----------------------------------
                                  James R. Mellor
                                  Chairman 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.

<TABLE>
<CAPTION>
                 SIGNATURE                                 TITLE                               DATE
                 ---------                                 -----                               ----
 <S>                                         <C>                                <C>

       /s/     JAMES R. MELLOR               Chairman, Chief Executive Officer  May 5, 1997
 ---------------------------------------     and Director
               James R. Mellor

       /s/     NICHOLAS D. CHABRAJA          Vice Chairman and Director         May 5, 1997
 ---------------------------------------
               Nicholas D. Chabraja

       /s/     MICHAEL J. MANCUSO            Senior Vice President and          May 5, 1997
 ---------------------------------------     Principal Financial Officer
               Michael J. Mancuso

       /s/     JOHN W. SCHWARTZ              Staff Vice President and           May 5, 1997
 ---------------------------------------
               John W. Schwartz              Controller

                      *                      Director                           May 5, 1997
 ---------------------------------------
              Frank C. Carlucci

                      *                      Director                           May 5, 1997
 ---------------------------------------
               James S. Crown

                      *                      Director                           May 5, 1997
 ---------------------------------------
                 Lester Crown

                      *                      Director                           May 5, 1997
 ---------------------------------------
              Charles H. Goodman

                      *                      Director                           May 5, 1997
 ---------------------------------------
              Gordon R. Sullivan

                      *                      Director                           May 5, 1997
 ---------------------------------------
            Carlisle A. H. Trost
</TABLE>

                 *By Paul A. Hesse pursuant to Power of Attorney executed by
the directors listed above, which Power of Attorney has been filed with the
Securities and Exchange Commission.

                                          /s/      PAUL A. HESSE
                                          ---------------------------------
                                                   Paul A. Hesse
                                                   Secretary
[{"type": "S-8", "sequence": "1", "description": "GENERAL DYNAMICS CORPORATION FORM S-8", "secsgml_size_bytes": 19456}]
{"company-data": {"conformed-name": "GENERAL DYNAMICS CORP", "cik": "0000040533", "assigned-sic": "3730", "irs-number": "131673581", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-26571", "film-number": "97596609"}, "business-address": {"street1": "3190 FAIRVIEW PARK DRIVE", "city": "FALLS CHURCH", "state": "VA", "zip": "22042", "phone": "7038763375"}, "mail-address": {"street1": "3190 FAIRVIEW PARK DR", "city": "FALLS CHURCH", "state": "VA", "zip": "22042"}}
1

      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 6, 1997

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                ---------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                                ---------------

                          GENERAL DYNAMICS CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            DELAWARE                                ISSUER: 13-1673581
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
 incorporation or organization)

                            3190 FAIRVIEW PARK DRIVE
                       FALLS CHURCH, VIRGINIA 22042-4523
                    (Address of Principal Executive Offices)

                          GENERAL DYNAMICS CORPORATION
                        1997 INCENTIVE COMPENSATION PLAN
                            (FULL TITLE OF THE PLAN)

                           EDWARD C. BRUNTRAGER, ESQ.
                       VICE PRESIDENT AND GENERAL COUNSEL
                          GENERAL DYNAMICS CORPORATION
                            3190 FAIRVIEW PARK DRIVE
                       FALLS CHURCH, VIRGINIA 22042-4523
                    (NAME AND ADDRESS OF AGENT FOR SERVICE)

                           TELEPHONE: (703) 876-3000
         (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 $1.00
 per share                          3,000,000 shares        $70.88*       $212,640,000*     $64,436
=========================================================================================================
*              Calculated pursuant to Rule 457(c) under the Securities Act of
               1933, as amended based on the average of the high and low prices
               reported on the New York Stock Exchange on April 28, 1997.

================================================================================
2
                                     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 General Dynamics Corporation
(the "Corporation") 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 Corporation's Annual Report on Form 10-K for
                               the fiscal year ended December 31, 1996; and
                          (b)  The description of the Common Stock of the
                               Corporation which is contained in a registration
                               statement filed under the Exchange Act,
                               including any amendment or report filed
                               for the purpose of updating such description.

                 In addition to the foregoing, all documents subsequently filed
by (i) the Corporation or (ii) the General Dynamics Corporation 1997 Incentive
Compensation Plan, pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment that indicates
that all securities registered hereunder have been issued or that 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.

                 Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                 Under Section 145 of the General Corporation Law of the State
of Delaware, the Corporation is in certain circumstances permitted, and in
other circumstances may be required, to indemnify its directors and officers
against certain expenses (including attorneys' fees) and other amounts paid in
connection with certain threatened, pending or completed civil, criminal,
administrative or investigative actions, suits or proceedings (including
certain civil actions and suits that may be instituted by or in the right of
the Corporation), in which such persons were or are parties, or are threatened
to be made parties, by reason of the fact that such persons were or are
directors or officers of the Corporation.  That section also permits the
Corporation to purchase and maintain insurance on behalf of its directors and
officers against any liability which may be asserted against, or incurred by,
such persons in their capacities as directors or officers of the Corporation,
or which may arise out of their status as directors or officers of the
Corporation, whether or not the Corporation would have the power to

                                      -1-
3
indemnify such persons against such liability under the provisions of Section
145, and provides that it is not exclusive of, but in addition to, any other
rights to which the indemnified party may be entitled.

                 Article Twelfth of the Corporation's Restated Certificate of
Incorporation provides that the Corporation will in certain instances, be
required to indemnify its directors and officers against certain expenses
(including attorneys' fees), judgments, fines and other sums paid in connection
with the defense or settlement of certain threatened, pending or completed
civil, criminal, administrative, or investigative actions, suits or proceedings
(including certain civil actions and suits which may be instituted by or in the
right of the Corporation), to which such persons were or are parties, or are
threatened to be made parties by reason of (a) the fact that such persons were
or are directors or officers of the Corporation or members of any committee of
the Board of Directors, (b) the fact that such persons were or are acting in
any capacity in a partnership, association, trust or other organization or
entity where they served or are serving as such at the request of the
Corporation, or (c) any action taken or not taken by such persons in their
capacities as directors or officers of the Corporation or members of any
committee of the Board of Directors, whether or not they continue in such
capacity at the time such liability or expense shall have been incurred or
asserted.

                 Article Thirteenth of the Corporation's Restated Certificate
of Incorporation provides that the Corporation's directors will not be
personally liable to the Corporation or its shareholders for monetary damages
resulting from breaches of their fiduciary duties as directors except (a) for
any breach of the duty of loyalty to the Corporation or its shareholders, (b)
for acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (c) under Section 174 of the General Corporation
Law of Delaware, which makes directors liable for unlawful dividends or
unlawful stock repurchases or redemptions, or (d) for transactions from which
Directors derive improper personal benefit.

                 The Corporation maintains a Directors and Officers Liability
Insurance Policy under which directors and officers of the Corporation and its
subsidiaries are insured against losses for certain kinds of actions during
each policy year.  The policies provide for a deductible for each loss for each
director and officer and for an aggregate deductible for all directors and
officers and also for an aggregate Corporation deductible.  In addition, the
Corporation has purchased  insurance to cover the liability of fiduciaries of
its employee benefit plans, including the retirement plans, savings and stock
investment plans, profit-sharing plans and other plans maintained by the
Corporation and its domestic subsidiaries.  Certain directors and officers of
the Corporation may be deemed to be fiduciaries under such plans.

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, effective May 21, 
                 1991*

4-2              --Bylaws as amended, effective August 7, 1996**

4-3              --General Dynamics Corporation 1997 Incentive Compensation
                 Plan**

23               --Consent of Arthur Andersen LLP.

24               --Powers of Attorney of Frank C. Carlucci, Nicholas D.
                 Chabraja, James S. Crown, Lester Crown, Charles H. Goodman,
                 James R. Mellor, Gordon R. Sullivan and Carlisle A. H. Trost.

            *Incorporated by reference from the Corporation's annual report on
Form 10-K for the year ended December 31, 1992.

           **Incorporated by reference from the Corporation's annual report on
Form 10-K for the year ended December 31, 1996.

ITEM 9. UNDERTAKINGS.

A.  SUBSEQUENT DISCLOSURE.

                 The Corporation 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;

                                      -2-
4
                                  (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 periodic reports filed with or
                 furnished to the Commission by the Corporation, 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 Corporation hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Corporation'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.

                 Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Corporation pursuant to the foregoing provisions, or otherwise, the
Corporation 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 Corporation of expenses
incurred or paid by a director, officer or controlling person of the
Corporation 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 Corporation 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.

                                      -3-
5
                                   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 FALLS CHURCH, STATE OF VIRGINIA, ON
THIS 5TH DAY OF MAY, 1997.

                      GENERAL DYNAMICS CORPORATION

                      By      /s/ JAMES R. MELLOR
                         -----------------------------------
                                  James R. Mellor
                                  Chairman 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.
SIGNATURE                                 TITLE                               DATE
                 ---------                                 -----                               ----
/s/     JAMES R. MELLOR               Chairman, Chief Executive Officer  May 5, 1997
 ---------------------------------------     and Director
               James R. Mellor

       /s/     NICHOLAS D. CHABRAJA          Vice Chairman and Director         May 5, 1997
 ---------------------------------------
               Nicholas D. Chabraja

       /s/     MICHAEL J. MANCUSO            Senior Vice President and          May 5, 1997
 ---------------------------------------     Principal Financial Officer
               Michael J. Mancuso

       /s/     JOHN W. SCHWARTZ              Staff Vice President and           May 5, 1997
 ---------------------------------------
               John W. Schwartz              Controller

                      *                      Director                           May 5, 1997
 ---------------------------------------
              Frank C. Carlucci

                      *                      Director                           May 5, 1997
 ---------------------------------------
               James S. Crown

                      *                      Director                           May 5, 1997
 ---------------------------------------
                 Lester Crown

                      *                      Director                           May 5, 1997
 ---------------------------------------
              Charles H. Goodman

                      *                      Director                           May 5, 1997
 ---------------------------------------
              Gordon R. Sullivan

                      *                      Director                           May 5, 1997
 ---------------------------------------
            Carlisle A. H. Trost
*By Paul A. Hesse pursuant to Power of Attorney executed by
the directors listed above, which Power of Attorney has been filed with the
Securities and Exchange Commission.

                                          /s/      PAUL A. HESSE
                                          ---------------------------------
                                                   Paul A. Hesse
                                                   Secretary