REGISTRATION NO. 333-_________
===============================================================================

                       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. 1998 STOCK INCENTIVE PLAN
                            (Full title of the plan)
                                    ------------
                               STEPHEN B. CLARKSON
                Vice President, General Counsel and Secretary
                         Newport News Shipbuilding Inc.
                             4101 Washington Avenue
                          Newport News, Virginia 23607
                                 (757) 380-3600
          (Name, address, including zip code, and telephone number,
                  including area code, of agent for service)
                                 With a copy to:
                         C. Porter Vaughan, III, Esquire
                                Hunton & Williams
                          Riverfront Plaza, East Tower
                              951 East Byrd Street
                            Richmond, Virginia 23219
                                 (804) 788-8200
                       -------------------------------

                         CALCULATION OF REGISTRATION FEE
======================---------------------------------------------------------
                                        Proposed       Proposed
                                        maximum        maximum      Amount of
 Title of securities   Amount to be  offering price   aggregate    registration
  to be registered      registered     per share    offering price     fee
-------------------------------------------------------------------------------
Common Stock, par
value $.01 per share
(including              4,000,000
associated Rights)        Shares       $26.375*      $105,500,000*   $31,122.50*
===============================================================================
       (*) Calculated pursuant to Rule 457(c) of the Securities Act of 1933, as
amended (the "Securities Act") based on the average of the high and low prices
of the New York Stock Exchange on October 13, 1998.
===============================================================================
      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 benefit plans described herein.

<PAGE>

                         NEWPORT NEWS SHIPBUILDING INC.

              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.

                                       II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents filed by the Company with 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 Annual Report on Form 10-K for the fiscal year ended
          December 31, 1997;

      (b  The Company's Quarterly Report on Form 10-Q for the quarter ended June
          21, 1998, as amended by the Amendment to the Company's Quarterly
          Report on Form 10-QA for the same period; and

      (c) The Company's Quarterly Report on Form 10-Q for the quarter ended
          March 31, 1998.

      Additionally incorporated by reference into this Registration Statement is
the Description of Capital Stock section of the Company's Registration Statement
on Form 10, as amended (Registration No. 1-12385).

      In addition to the foregoing, all documents subsequently filed by (i) the
Company or (ii) the 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 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 will be passed
upon for the Company by Stephen B. Clarkson, Vice President, General Counsel
and Secretary of the Company.  Mr. Clarkson beneficially owns 71,017 shares of 
Company Common Stock.

<PAGE>


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.

      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.

      The By-laws of the Company, as amended and restated (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.

<PAGE>


      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 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:

EXHIBIT NO.
-------------

4.1          Restated Certificate of Incorporation of the Company dated as of
             December 11, 1996 (incorporated by reference to the Company's
             Registration Statement on Form S-4, as amended (Registration No.
             333-20285)).

4.2          By-laws of the Company, as amended and restated, dated as of
             October 12, 1998.

4.3          Specimen Certificate of the Company's Common Stock (incorporated by
             reference to the Company's Registration Statement on Form 10,
             dated October 30, 1996, as amended (Registration No. 1-12385)).


4.4          Form of Rights Agreement dated as of June 10, 1998, between
             Newport News Shipbuilding Inc. and First Chicago Trust Company of
             New York, as Rights Agent (filed as Exhibit No. 1 to the
             Company's Registration Statement on Form 8A, dated June 10, 1998
             (Commission File No. 001-12385)).

4.5          Form Certificate of the Voting Powers, Designations, Preferences
             and Relative Participating, Optional and Other Special Rights and
             Qualifications, Limitations or Restrictions of Series A
             Participating Cumulative Preferred Stock of Newport News
             Shipbuilding Inc. (which is attached as Exhibit A to the Rights
             Agreement listed as Exhibit 4.4 hereto).

4.6          Form of Right Certificate (which is attached as Exhibit B to the
             Rights Agreement listed as Exhibit 4.4 hereto).

4.7          Certificate of Elimination of Newport News Shipbuilding Inc.'s
             Series A Participating Junior Preferred Stock (filed in connection
             with the expiration of the Company's previous Rights Agreement),
             dated June 4, 1998 (Filed as Exhibit No. 4 to the Company's
             Registration Statement on Form 8A, dated June 10, 1998,
             Commission File No. 001-12385).

4.8          Newport News Shipbuilding Inc. 1998 Stock Incentive Plan.

5            Opinion of Stephen B. Clarkson, Esq., regarding Common Stock.



<PAGE>


EXHIBIT NO.   
-----------

23.1         Consent of Stephen B. Clarkson, Esq. (included in Exhibit 5).

23.2         Consent of Independent Public Accountants.

24.1         Powers of Attorney (included on Signature Page).

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 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.





<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, Commonwealth of Virginia, on the 12
day of October, 1998.

                              NEWPORT NEWS SHIPBUILDING INC.



                               BY /s/ Stephen B. Clarkson
                                  -----------------------------------
                                  Stephen B. Clarkson
                                  Vice President, General Counsel and Secretary


<PAGE>




      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>

 /s/ William P. Fricks                              
--------------------------          Chairman and Chief             October 8, 1998  
William P. Fricks                    Executive Officer    

                                    
/s/ David J. Anderson                                 
---------------------------         Senior Vice President and      October 8, 1998
David J. Anderson                    Chief Financial Officer 
                                    
/s/ Charles P. Wingfield, Jr.
----------------------------         Vice President and            October 8, 1998         
Charles P. Wingfield, Jr.             Controller  

                                                
/s/ Gerald L. Baliles
----------------------------        Director                       October 12, 1998                        
Hon. Gerald L. Baliles   
                                              
                                                                                                  
/s/ Leon A. Edney
-----------------------------       Director                       October 12, 1998  
Leon A. Edney, Admiral (Ret.)                                                                                            


/s/ W. R. Harvey
----------------------------        Director                       October 12, 1998         
Dr. William R. Harvey    
                                                                         
                                                                                           

----------------------------        Director                       _________, 1998
Dana G. Mead   

                                                                                   
                                                                                                  
/s/ Joseph J. Sisco
----------------------------        Director                       October 12, 1998     
Dr. Joseph J. Sisco     

                                                                          
/s/ Stephen R. Wilson
----------------------------        Director                       October 12, 1998    
Stephen R. Wilson                   

</TABLE>


<PAGE>



                                   SIGNATURES

THE PLAN

      Pursuant to the requirements of the Securities Act of 1933, the Committee
appointed under the Newport News Shipbuilding Inc. 1998 Stock Incentive 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,
Commonwealth of Virginia on the 12 day of October, 1998.

                                  NEWPORT NEWS SHIPBUILDING INC.
                                  1998 STOCK INCENTIVE PLAN


                                  By: /s/ Alfred Little, Jr.
                                      ---------------------------
                                      Alfred Little, Jr.
                                      Vice President, Human Resources
                                      and EH&S of Newport News Shipbuilding Inc.


<PAGE>




                                  EXHIBIT INDEX

EXHIBIT NO.
-------------

4.1          Restated Certificate of Incorporation of the Company dated as of
             December 11, 1996 (incorporated by reference to the Company's
             Registration Statement on Form S-4, as amended (Registration No.
             333-20285)).

4.2          By-laws of the Company, as amended and restated, dated as of
             October 12, 1998.

4.3          Specimen Certificate of the Company's Common Stock (incorporated by
             reference to the Company's Registration Statement on Form 10,
             dated October 30, 1996, as amended (Registration No. 1-12385)).

4.4          Form of Rights Agreement dated as of June 10, 1998, between
             Newport News Shipbuilding Inc. and First Chicago Trust Company of
             New York, as Rights Agent (filed as Exhibit No. 1 to the
             Company's Registration Statement on Form 8A, dated June 10, 1998
            (Commission File No. 001-12385)).

4.5          Form Certificate of the Voting Powers, Designations, Preferences
             and Relative Participating, Optional and Other Special Rights and
             Qualifications, Limitations or Restrictions of Series A
             Participating Cumulative Preferred Stock of Newport News
             Shipbuilding Inc. (which is attached as Exhibit A to the Rights
             Agreement listed as Exhibit 4.4 hereto).

4.6          Form of Right Certificate (which is attached as Exhibit B to the
             Rights Agreement listed as Exhibit 4.4 hereto).

4.7          Certificate of Elimination of Newport News Shipbuilding Inc.'s
             Series A Participating Junior Preferred Stock (filed in connection
             with the expiration of the Company's previous Rights Agreement),
             dated June 4, 1998 (Filed as Exhibit No. 4 to the Company's
             Registration Statement on Form 8A, dated June 10, 1998,
             Commission File No. 001-12385).

4.8          Newport News Shipbuilding Inc. 1998 Stock Incentive Plan.

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 Independent Public Accountants.

24.1         Powers of Attorney (included on Signature Page).
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REGISTRATION NO. 333-_________
===============================================================================

                       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. 1998 STOCK INCENTIVE PLAN
                            (Full title of the plan)
                                    ------------
                               STEPHEN B. CLARKSON
                Vice President, General Counsel and Secretary
                         Newport News Shipbuilding Inc.
                             4101 Washington Avenue
                          Newport News, Virginia 23607
                                 (757) 380-3600
          (Name, address, including zip code, and telephone number,
                  including area code, of agent for service)
                                 With a copy to:
                         C. Porter Vaughan, III, Esquire
                                Hunton & Williams
                          Riverfront Plaza, East Tower
                              951 East Byrd Street
                            Richmond, Virginia 23219
                                 (804) 788-8200
                       -------------------------------

                         CALCULATION OF REGISTRATION FEE
======================---------------------------------------------------------
                                        Proposed       Proposed
                                        maximum        maximum      Amount of
 Title of securities   Amount to be  offering price   aggregate    registration
  to be registered      registered     per share    offering price     fee
-------------------------------------------------------------------------------
Common Stock, par
value $.01 per share
(including              4,000,000
associated Rights)        Shares       $26.375*      $105,500,000*   $31,122.50*
===============================================================================
       (*) Calculated pursuant to Rule 457(c) of the Securities Act of 1933, as
amended (the "Securities Act") based on the average of the high and low prices
of the New York Stock Exchange on October 13, 1998.
===============================================================================
      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 benefit plans described herein.
NEWPORT NEWS SHIPBUILDING INC.

              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.

                                       II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents filed by the Company with 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 Annual Report on Form 10-K for the fiscal year ended
          December 31, 1997;

      (b  The Company's Quarterly Report on Form 10-Q for the quarter ended June
          21, 1998, as amended by the Amendment to the Company's Quarterly
          Report on Form 10-QA for the same period; and

      (c) The Company's Quarterly Report on Form 10-Q for the quarter ended
          March 31, 1998.

      Additionally incorporated by reference into this Registration Statement is
the Description of Capital Stock section of the Company's Registration Statement
on Form 10, as amended (Registration No. 1-12385).

      In addition to the foregoing, all documents subsequently filed by (i) the
Company or (ii) the 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 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 will be passed
upon for the Company by Stephen B. Clarkson, Vice President, General Counsel
and Secretary of the Company.  Mr. Clarkson beneficially owns 71,017 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.

      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.

      The By-laws of the Company, as amended and restated (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 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:

EXHIBIT NO.
-------------

4.1          Restated Certificate of Incorporation of the Company dated as of
             December 11, 1996 (incorporated by reference to the Company's
             Registration Statement on Form S-4, as amended (Registration No.
             333-20285)).

4.2          By-laws of the Company, as amended and restated, dated as of
             October 12, 1998.

4.3          Specimen Certificate of the Company's Common Stock (incorporated by
             reference to the Company's Registration Statement on Form 10,
             dated October 30, 1996, as amended (Registration No. 1-12385)).

4.4          Form of Rights Agreement dated as of June 10, 1998, between
             Newport News Shipbuilding Inc. and First Chicago Trust Company of
             New York, as Rights Agent (filed as Exhibit No. 1 to the
             Company's Registration Statement on Form 8A, dated June 10, 1998
             (Commission File No. 001-12385)).

4.5          Form Certificate of the Voting Powers, Designations, Preferences
             and Relative Participating, Optional and Other Special Rights and
             Qualifications, Limitations or Restrictions of Series A
             Participating Cumulative Preferred Stock of Newport News
             Shipbuilding Inc. (which is attached as Exhibit A to the Rights
             Agreement listed as Exhibit 4.4 hereto).

4.6          Form of Right Certificate (which is attached as Exhibit B to the
             Rights Agreement listed as Exhibit 4.4 hereto).

4.7          Certificate of Elimination of Newport News Shipbuilding Inc.'s
             Series A Participating Junior Preferred Stock (filed in connection
             with the expiration of the Company's previous Rights Agreement),
             dated June 4, 1998 (Filed as Exhibit No. 4 to the Company's
             Registration Statement on Form 8A, dated June 10, 1998,
             Commission File No. 001-12385).

4.8          Newport News Shipbuilding Inc. 1998 Stock Incentive Plan.

5            Opinion of Stephen B. Clarkson, Esq., regarding Common Stock.
EXHIBIT NO.   
-----------

23.1         Consent of Stephen B. Clarkson, Esq. (included in Exhibit 5).

23.2         Consent of Independent Public Accountants.

24.1         Powers of Attorney (included on Signature Page).

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 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.
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, Commonwealth of Virginia, on the 12
day of October, 1998.

                              NEWPORT NEWS SHIPBUILDING INC.

                               BY /s/ Stephen B. Clarkson
                                  -----------------------------------
                                  Stephen B. Clarkson
                                  Vice President, General Counsel and Secretary
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                              
--------------------------          Chairman and Chief             October 8, 1998  
William P. Fricks                    Executive Officer    

                                    
/s/ David J. Anderson                                 
---------------------------         Senior Vice President and      October 8, 1998
David J. Anderson                    Chief Financial Officer 
                                    
/s/ Charles P. Wingfield, Jr.
----------------------------         Vice President and            October 8, 1998         
Charles P. Wingfield, Jr.             Controller  

                                                
/s/ Gerald L. Baliles
----------------------------        Director                       October 12, 1998                        
Hon. Gerald L. Baliles   
                                              
                                                                                                  
/s/ Leon A. Edney
-----------------------------       Director                       October 12, 1998  
Leon A. Edney, Admiral (Ret.)                                                                                            

/s/ W. R. Harvey
----------------------------        Director                       October 12, 1998         
Dr. William R. Harvey    
                                                                         
                                                                                           

----------------------------        Director                       _________, 1998
Dana G. Mead   

                                                                                   
                                                                                                  
/s/ Joseph J. Sisco
----------------------------        Director                       October 12, 1998     
Dr. Joseph J. Sisco     

                                                                          
/s/ Stephen R. Wilson
----------------------------        Director                       October 12, 1998    
Stephen R. Wilson
SIGNATURES

THE PLAN

      Pursuant to the requirements of the Securities Act of 1933, the Committee
appointed under the Newport News Shipbuilding Inc. 1998 Stock Incentive 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,
Commonwealth of Virginia on the 12 day of October, 1998.

                                  NEWPORT NEWS SHIPBUILDING INC.
                                  1998 STOCK INCENTIVE PLAN

                                  By: /s/ Alfred Little, Jr.
                                      ---------------------------
                                      Alfred Little, Jr.
                                      Vice President, Human Resources
                                      and EH&S of Newport News Shipbuilding Inc.
EXHIBIT INDEX

EXHIBIT NO.
-------------

4.1          Restated Certificate of Incorporation of the Company dated as of
             December 11, 1996 (incorporated by reference to the Company's
             Registration Statement on Form S-4, as amended (Registration No.
             333-20285)).

4.2          By-laws of the Company, as amended and restated, dated as of
             October 12, 1998.

4.3          Specimen Certificate of the Company's Common Stock (incorporated by
             reference to the Company's Registration Statement on Form 10,
             dated October 30, 1996, as amended (Registration No. 1-12385)).

4.4          Form of Rights Agreement dated as of June 10, 1998, between
             Newport News Shipbuilding Inc. and First Chicago Trust Company of
             New York, as Rights Agent (filed as Exhibit No. 1 to the
             Company's Registration Statement on Form 8A, dated June 10, 1998
            (Commission File No. 001-12385)).

4.5          Form Certificate of the Voting Powers, Designations, Preferences
             and Relative Participating, Optional and Other Special Rights and
             Qualifications, Limitations or Restrictions of Series A
             Participating Cumulative Preferred Stock of Newport News
             Shipbuilding Inc. (which is attached as Exhibit A to the Rights
             Agreement listed as Exhibit 4.4 hereto).

4.6          Form of Right Certificate (which is attached as Exhibit B to the
             Rights Agreement listed as Exhibit 4.4 hereto).

4.7          Certificate of Elimination of Newport News Shipbuilding Inc.'s
             Series A Participating Junior Preferred Stock (filed in connection
             with the expiration of the Company's previous Rights Agreement),
             dated June 4, 1998 (Filed as Exhibit No. 4 to the Company's
             Registration Statement on Form 8A, dated June 10, 1998,
             Commission File No. 001-12385).

4.8          Newport News Shipbuilding Inc. 1998 Stock Incentive Plan.

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 Independent Public Accountants.

24.1         Powers of Attorney (included on Signature Page).