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.
                  401(k) Investment Plan for Salaried Employees
                                       AND
                        Newport News Shipbuilding Savings
                   (401(k)) Plan for Union Eligible Employees
                            (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

<TABLE>
<CAPTION>
 ===================================================================================================================
                                                        Proposed maximum      Proposed maximum
      Title of securities            Amount to be        offering price          aggregate            Amount of
        to be registered              registered            per share          offering price     registration fee
 ------------------------------- --------------------- -------------------- --------------------- ------------------
<S>   <C>
 Common Stock, par value $.01      2,010,000 shares         $24.0625*           $48,365,625*          $14,267.86*
 per share (including
 associated Rights)
 ===================================================================================================================
</TABLE>


           (*) 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 September 2, 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.

         This  Registration  Statement  covers  2,000,000  additional  shares of
Common  Stock,  par value  $.01 per share  (including  associated  rights)  (the
"Common  Stock") of Newport News  Shipbuilding  Inc. (the  "Company"),  issuable
pursuant  to the Newport  News  Shipbuilding  Inc.  401(k)  Investment  Plan for
Salaried  Employees  (the  "Investment  Plan") and 10,000  additional  shares of
Common Stock of the Company issuable  pursuant to the Newport News  Shipbuilding
Savings  (401(k)) Plan for Union Eligible  Employees (the "Savings  Plan").  The
Company  initially  registered  the issuance of (i)  1,250,000  shares of Common
Stock in connection  with the  Investment  Plan and (ii) 30,000 shares of Common
Stock in connection with the Savings Plan on its Registration  Statement on Form
S-8  (Registration  No.  333-17447)  as filed with the  Securities  and Exchange
Commission (the  "Commission") on December 6, 1996, and subsequently  registered
the issuance of an additional  450,000 shares of Common Stock in connection with
the Investment Plan on its Registration  Statement on Form S-8 (Registration No.
333-22539) as filed with the  Commission  on February 27, 1997.  The contents of
Registration  Statement No. 333-17447 and  Registration  Statement No. 333-22539
are incorporated by reference herein.

         Pursuant to Rule 429,  (i) the  Prospectus  related to shares of Common
Stock registered pursuant to this Registration Statement for the Investment Plan
also  relates to shares of Common  Stock  registered  pursuant  to  Registration
Statement No.  333-17447 and  Registration  Statement No. 333-22539 and (ii) the
Prospectus  related  to shares  of  Common  Stock  registered  pursuant  to this
Registration  Statement  for the Savings Plan also  relates to 30,000  shares of
Common Stock registered pursuant to Registration Statement 333-17447.

                                       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;

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

         (d) The Annual Report for the Newport News  Shipbuilding  Inc.  401(k)
             Investment Plan for Salaried Employees on Form 11-K for the fiscal
             year ended  December 31, 1997,  filed with the  Commission on June
             29, 1998; and

         (e) The  Annual  Report  for the  Newport  News  Shipbuilding  Savings
             (401(k))  Plan for Eligible  Union  Employees on Form 11-K for the
             fiscal year ended December 31, 1997,  filed with the Commission on
             June 29, 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 Plans pursuant to Sections 13(a),  13(c), 14 or 15(d) of
the  Exchange  Act,  prior to the  filing of a  post-effective  amendment  which
indicates  that all  securities  registered  hereunder have been issued or which
deregisters  all  securities  offered  then  remaining  unsold,  shall be deemed
incorporated by reference in this Registration Statement and to be a part hereof
from  the  date  of the  filing  of such  documents.  Any  statement,  including
financial  statements,  contained  in a  document  incorporated  or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement.

<PAGE>

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 71,022  shares of
Company Common Stock.

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
                    January 30, 1998 (incorporated by reference to Exhibit 3.1
                    of the Company's Current Report on Form 8-K, filed on
                    February 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).

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).

                                       3

<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 9th
day of September, 1998.

                        NEWPORT NEWS SHIPBUILDING INC.



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

                                       4
<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>
                                           Chairman of the Board
/s/ William P. Fricks                        and Chief  Executive          September 4, 1998
------------------------------------         Officer
William P. Fricks

/s/ David J. Anderson                      Senior Vice President and       September 4, 1998
------------------------------------         Chief Financial Officer
David J. Anderson

/s/ Charles P. Wingfield, Jr.              Vice President and              September 9, 1998
------------------------------------         Controller
Charles P. Wingfield, Jr.

____________________________               Director                        ___________, 1998
Hon. Gerald L. Baliles

/s/ Leon A. Edney                          Director                        September 8, 1998
---------------------------
Leon A. Edney, Admiral (Ret.)

/s/ William R. Harvey                      Director                        September 8, 1998
----------------------------
Dr. William R. Harvey

/s/ Dana G. Meade                          Director                        September 8, 1998
---------------------------
Dana G. Mead

/s/ Joseph J. Sisco                        Director                        September 8, 1998
------------------------------------
Dr. Joseph J. Sisco

____________________________               Director                        ___________, 1998
Stephen R. Wilson
</TABLE>
                                       5

<PAGE>



                                   SIGNATURES

The Plan

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Committee  appointed under the Newport News  Shipbuilding Inc. 401(k) Investment
Plan for Salaried  Employees 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 9th day of September, 1998.

                             NEWPORT NEWS SHIPBUILDING INC.
                             401(k) INVESTMENT PLAN
                             FOR SALARIED EMPLOYEES


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



         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Committee  appointed under Newport News  Shipbuilding  Savings (401(k)) Plan for
Union  Eligible  Employees  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 9th day of September, 1998.

                         NEWPORT NEWS SHIPBUILDING SAVINGS
                         (401(k)) PLAN FOR UNION ELIGIBLE EMPLOYEES



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

                                       6


<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
                    January 30, 1998 (incorporated by reference to Exhibit 3.1
                    of the Company's Current Report on Form 8-K, filed on
                    February 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).

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).

                                       7
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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.
                  401(k) Investment Plan for Salaried Employees
                                       AND
                        Newport News Shipbuilding Savings
                   (401(k)) Plan for Union Eligible Employees
                            (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 maximum      Proposed maximum
      Title of securities            Amount to be        offering price          aggregate            Amount of
        to be registered              registered            per share          offering price     registration fee
 ------------------------------- --------------------- -------------------- --------------------- ------------------
Common Stock, par value $.01      2,010,000 shares         $24.0625*           $48,365,625*          $14,267.86*
 per share (including
 associated Rights)
 ===================================================================================================================
(*) 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 September 2, 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.

         This  Registration  Statement  covers  2,000,000  additional  shares of
Common  Stock,  par value  $.01 per share  (including  associated  rights)  (the
"Common  Stock") of Newport News  Shipbuilding  Inc. (the  "Company"),  issuable
pursuant  to the Newport  News  Shipbuilding  Inc.  401(k)  Investment  Plan for
Salaried  Employees  (the  "Investment  Plan") and 10,000  additional  shares of
Common Stock of the Company issuable  pursuant to the Newport News  Shipbuilding
Savings  (401(k)) Plan for Union Eligible  Employees (the "Savings  Plan").  The
Company  initially  registered  the issuance of (i)  1,250,000  shares of Common
Stock in connection  with the  Investment  Plan and (ii) 30,000 shares of Common
Stock in connection with the Savings Plan on its Registration  Statement on Form
S-8  (Registration  No.  333-17447)  as filed with the  Securities  and Exchange
Commission (the  "Commission") on December 6, 1996, and subsequently  registered
the issuance of an additional  450,000 shares of Common Stock in connection with
the Investment Plan on its Registration  Statement on Form S-8 (Registration No.
333-22539) as filed with the  Commission  on February 27, 1997.  The contents of
Registration  Statement No. 333-17447 and  Registration  Statement No. 333-22539
are incorporated by reference herein.

         Pursuant to Rule 429,  (i) the  Prospectus  related to shares of Common
Stock registered pursuant to this Registration Statement for the Investment Plan
also  relates to shares of Common  Stock  registered  pursuant  to  Registration
Statement No.  333-17447 and  Registration  Statement No. 333-22539 and (ii) the
Prospectus  related  to shares  of  Common  Stock  registered  pursuant  to this
Registration  Statement  for the Savings Plan also  relates to 30,000  shares of
Common Stock registered pursuant to Registration Statement 333-17447.

                                       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;

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

         (d) The Annual Report for the Newport News  Shipbuilding  Inc.  401(k)
             Investment Plan for Salaried Employees on Form 11-K for the fiscal
             year ended  December 31, 1997,  filed with the  Commission on June
             29, 1998; and

         (e) The  Annual  Report  for the  Newport  News  Shipbuilding  Savings
             (401(k))  Plan for Eligible  Union  Employees on Form 11-K for the
             fiscal year ended December 31, 1997,  filed with the Commission on
             June 29, 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 Plans pursuant to Sections 13(a),  13(c), 14 or 15(d) of
the  Exchange  Act,  prior to the  filing of a  post-effective  amendment  which
indicates  that all  securities  registered  hereunder have been issued or which
deregisters  all  securities  offered  then  remaining  unsold,  shall be deemed
incorporated by reference in this Registration Statement and to be a part hereof
from  the  date  of the  filing  of such  documents.  Any  statement,  including
financial  statements,  contained  in a  document  incorporated  or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement.
Item 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 71,022  shares of
Company Common Stock.

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
                    January 30, 1998 (incorporated by reference to Exhibit 3.1
                    of the Company's Current Report on Form 8-K, filed on
                    February 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).

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).

                                       3
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 9th
day of September, 1998.

                        NEWPORT NEWS SHIPBUILDING INC.

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

                                       4
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
                ---------                              -----                     ----
Chairman of the Board
/s/ William P. Fricks                        and Chief  Executive          September 4, 1998
------------------------------------         Officer
William P. Fricks

/s/ David J. Anderson                      Senior Vice President and       September 4, 1998
------------------------------------         Chief Financial Officer
David J. Anderson

/s/ Charles P. Wingfield, Jr.              Vice President and              September 9, 1998
------------------------------------         Controller
Charles P. Wingfield, Jr.

____________________________               Director                        ___________, 1998
Hon. Gerald L. Baliles

/s/ Leon A. Edney                          Director                        September 8, 1998
---------------------------
Leon A. Edney, Admiral (Ret.)

/s/ William R. Harvey                      Director                        September 8, 1998
----------------------------
Dr. William R. Harvey

/s/ Dana G. Meade                          Director                        September 8, 1998
---------------------------
Dana G. Mead

/s/ Joseph J. Sisco                        Director                        September 8, 1998
------------------------------------
Dr. Joseph J. Sisco

____________________________               Director                        ___________, 1998
Stephen R. Wilson
5
SIGNATURES

The Plan

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Committee  appointed under the Newport News  Shipbuilding Inc. 401(k) Investment
Plan for Salaried  Employees 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 9th day of September, 1998.

                             NEWPORT NEWS SHIPBUILDING INC.
                             401(k) INVESTMENT PLAN
                             FOR SALARIED EMPLOYEES

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

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Committee  appointed under Newport News  Shipbuilding  Savings (401(k)) Plan for
Union  Eligible  Employees  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 9th day of September, 1998.

                         NEWPORT NEWS SHIPBUILDING SAVINGS
                         (401(k)) PLAN FOR UNION ELIGIBLE EMPLOYEES

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

                                       6
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
                    January 30, 1998 (incorporated by reference to Exhibit 3.1
                    of the Company's Current Report on Form 8-K, filed on
                    February 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).

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).

                                       7