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 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
                                  ------------
<TABLE>
                                           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
 -------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                     <C>                <C>                    <C>
Common Stock, par value $.01        50,000 shares           $32.21875*         $1,610,937.50*         $447.84*
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 June 27, 1999.
====================================================================================================================
</TABLE>
         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 plan described herein.

<PAGE>

                         NEWPORT NEWS SHIPBUILDING INC.

         This  Registration  Statement covers 50,000 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 Savings (401(k)) Plan for Union Eligible Employees
(the "Savings Plan").  The Company  initially  registered the issuance of 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  10,000  shares of Common  Stock in
connection  with the  Savings  Plan on its  Registration  Statement  on Form S-8
(Registration No. 333-63231) as filed with the Commission on September 10, 1998.
The contents of Registration  Statement No. 333-17447 and Registration Statement
No. 333-63231 are incorporated by reference herein.

         Pursuant to Rule 429, the Prospectus  related to shares of Common Stock
registered  pursuant to this  Registration  Statement  for the Savings Plan also
relates to shares of Common Stock registered pursuant to Registration  Statement
No. 333-17447 and Registration Statement No. 333-63231.

                                       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, 1998, as amended by the Amendment to the Company's Annual
          Report on Form 10-K/A for the same period;

     (b)  The  Company's  Quarterly  Report on Form 10-Q for the  quarter  ended
          March 21, 1999;

     (c)  The Annual Report for the Newport News  Shipbuilding  Savings (401(k))
          Plan for Union  Eligible  Employees  on Form 11-K for the fiscal  year
          ended  December 31, 1998,  filed with the Commission on June 30, 1999;
          and

     (d)  The Company's  Current Reports on Form 8-K filed on April 2, 1999, May
          10, 1999, June 3, 1999, June 10, 1999 and June 24, 1999.

         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.

                                       2
<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 96,048  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       Amended and  Restated  By-laws of the Company  dated as of October 12,
          1998 (incorporated herein by reference to the Company's Current Report
          on Form 8-K, filed on January 22, 1999 (File No. 1-12385)).

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
23rd day of July, 1999.

                               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>                                      <C>
/s/ William P. Fricks                      Chairman and Chief Executive
------------------------------------         Officer                                July 23, 1999
William P. Fricks

/s/ David J. Anderson                      Senior Vice President and                July 23, 1999
------------------------------------         Chief Financial Officer
David J. Anderson

/s/ Charles P. Wingfield, Jr.              Vice President and                       July 26, 1999
------------------------------------         Controller
Charles P. Wingfield, Jr.

/s/ Gerald L. Baliles                      Director                                 July 26, 1999
------------------------------------
Hon. Gerald L. Baliles

/s/ Leon A. Edney                          Director                                 July 26, 1999
------------------------------------
Leon A. Edney, Admiral (Ret.)

/s/ W. R. Harvey                           Director                                 July 28, 1999
------------------------------------
Dr. William R. Harvey

/s/ Dana G. Mead                           Director                                 July 23, 1999
------------------------------------
Dana G. Mead

/s/ Joseph J. Sisco                        Director                                 July 23, 1999
------------------------------------
Dr. Joseph J. Sisco

/s/ Stephen R. Wilson                      Director                                 July 27, 1999
------------------------------------
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  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 26th day of July, 1999.

                                 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       Amended and  Restated  By-laws of the Company  dated as of October 12,
          1998  (incorporated  by reference to the Company's  Current  Report on
          Form 8-K, filed on January 22, 1999 (File No. 1-12385)).

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).
[{"type": "S-8", "sequence": "1", "description": "SAVINGS (401(K)) PLAN FOR UNION ELIGIBLE EMPLOYEES", "secsgml_size_bytes": 18013}]
{"company-data": {"conformed-name": "NEWPORT NEWS SHIPBUILDING INC", "cik": "0001025361", "assigned-sic": "3730", "irs-number": "741541566", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-83929", "film-number": "99672056"}, "business-address": {"street1": "4101 WASHINGTON AVE", "street2": "LEGAL DEPT", "city": "NEWPORT NEWS", "state": "VA", "zip": "23607", "phone": "7573802000"}, "mail-address": {"street1": "4101 WASHINGTON AVE", "city": "NEWPORT NEWS", "state": "VA", "zip": "23607"}}
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 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        50,000 shares           $32.21875*         $1,610,937.50*         $447.84*
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 June 27, 1999.
====================================================================================================================
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 plan described herein.
NEWPORT NEWS SHIPBUILDING INC.

         This  Registration  Statement covers 50,000 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 Savings (401(k)) Plan for Union Eligible Employees
(the "Savings Plan").  The Company  initially  registered the issuance of 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  10,000  shares of Common  Stock in
connection  with the  Savings  Plan on its  Registration  Statement  on Form S-8
(Registration No. 333-63231) as filed with the Commission on September 10, 1998.
The contents of Registration  Statement No. 333-17447 and Registration Statement
No. 333-63231 are incorporated by reference herein.

         Pursuant to Rule 429, the Prospectus  related to shares of Common Stock
registered  pursuant to this  Registration  Statement  for the Savings Plan also
relates to shares of Common Stock registered pursuant to Registration  Statement
No. 333-17447 and Registration Statement No. 333-63231.

                                       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, 1998, as amended by the Amendment to the Company's Annual
          Report on Form 10-K/A for the same period;

     (b)  The  Company's  Quarterly  Report on Form 10-Q for the  quarter  ended
          March 21, 1999;

     (c)  The Annual Report for the Newport News  Shipbuilding  Savings (401(k))
          Plan for Union  Eligible  Employees  on Form 11-K for the fiscal  year
          ended  December 31, 1998,  filed with the Commission on June 30, 1999;
          and

     (d)  The Company's  Current Reports on Form 8-K filed on April 2, 1999, May
          10, 1999, June 3, 1999, June 10, 1999 and June 24, 1999.

         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.

                                       2
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 96,048  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       Amended and  Restated  By-laws of the Company  dated as of October 12,
          1998 (incorporated herein by reference to the Company's Current Report
          on Form 8-K, filed on January 22, 1999 (File No. 1-12385)).

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
23rd day of July, 1999.

                               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
                ---------                              -----                            ----
/s/ William P. Fricks                      Chairman and Chief Executive
------------------------------------         Officer                                July 23, 1999
William P. Fricks

/s/ David J. Anderson                      Senior Vice President and                July 23, 1999
------------------------------------         Chief Financial Officer
David J. Anderson

/s/ Charles P. Wingfield, Jr.              Vice President and                       July 26, 1999
------------------------------------         Controller
Charles P. Wingfield, Jr.

/s/ Gerald L. Baliles                      Director                                 July 26, 1999
------------------------------------
Hon. Gerald L. Baliles

/s/ Leon A. Edney                          Director                                 July 26, 1999
------------------------------------
Leon A. Edney, Admiral (Ret.)

/s/ W. R. Harvey                           Director                                 July 28, 1999
------------------------------------
Dr. William R. Harvey

/s/ Dana G. Mead                           Director                                 July 23, 1999
------------------------------------
Dana G. Mead

/s/ Joseph J. Sisco                        Director                                 July 23, 1999
------------------------------------
Dr. Joseph J. Sisco

/s/ Stephen R. Wilson                      Director                                 July 27, 1999
------------------------------------
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  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 26th day of July, 1999.

                                 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       Amended and  Restated  By-laws of the Company  dated as of October 12,
          1998  (incorporated  by reference to the Company's  Current  Report on
          Form 8-K, filed on January 22, 1999 (File No. 1-12385)).

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).