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.
                   Employee Stock Purchase & Accumulation 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
                                  ------------
<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        150,000 shares           $27.75*            $4,162,500*          $1,157*
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 February 12, 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 plans described herein.

<PAGE>

                         NEWPORT NEWS SHIPBUILDING INC.

         This Registration  Statement covers 150,000 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. Employee Stock Purchase & Accumulation Plan
(the "Stock Purchase Plan").  The Company  initially  registered the issuance of
700,000 shares of Common Stock in connection with the Stock Purchase Plan on its
Registration  Statement on Form S-8  (Registration  No. 333-22501) as filed with
the Securities and Exchange  Commission (the "Commission") on February 27, 1997,
subsequently  registered the issuance of an additional  400,000 shares of Common
Stock in connection with the Stock Purchase Plan on its  Registration  Statement
on Form S-8  (Registration  No.  333-31165) as filed with the Commission on July
14, 1997,  and  subsequently  registered  the issuance of an additional  200,000
shares  of  Common  Stock in  connection  with the  Stock  Purchase  Plan on its
Registration  Statement on Form S-8  (Registration  No. 333-63233) as filed with
the Commission on September 10, 1998. The contents of Registration Statement No.
333-22501,  Registration Statement No. 333-31165, and Registration Statement No.
333-63233 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 Stock Purchase Plan
also  relates to shares of Common  Stock  registered  pursuant  to  Registration
Statement No. 333-22501,  Registration  Statement No. 333-31165 and Registration
Statement 333-63233.

                                       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
          September 20, 1998;

     (c)  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-Q/A for the same period;

     (d)  The  Company's  Quarterly  Report on Form 10-Q for the  quarter  ended
          March 22, 1998; and

     (e)  The Company's  Current  Reports on Form 8-K filed on November 12, 1998
          and January 22, 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 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.

                                       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 89,024  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 October 12, 1998  (incorporated  by reference to Exhibit
                  4.2 of the  Company's  Registration  Statement on Form S-8,
                  filed on October 19, 1998 (Registration No. 333-65877)).

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 27th
day of January, 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>
                                           
/s/ William P. Fricks                      Chairman and Chief                       January 26, 1999
------------------------------------           Executive Officer    
William P. Fricks                          

/s/ David J. Anderson                      Senior Vice President and                January 25, 1999
------------------------------------         Chief Financial Officer
David J. Anderson                   

/s/ Charles P. Wingfield, Jr.              Vice President and                       January 25, 1999
------------------------------------         Controller
Charles P. Wingfield, Jr.           

/s/ Gerald L. Baliles                      Director                                 January 27, 1999
------------------------------------
Hon. Gerald L. Baliles

/s/ Leon A. Edney                          Director                                 January 25, 1999
------------------------------------
Leon A. Edney, Admiral (Ret.)

/s/ W. R. Harvey                           Director                                 January 27, 1999
------------------------------------
Dr. William R. Harvey

                                           Director                                  ________, 1999
------------------------------------
Dana G. Mead

/s/ Joseph J. Sisco                        Director                                 January 26, 1999
------------------------------------
Dr. Joseph J. Sisco

                                           Director                                  ________, 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  Inc.  Employee Stock
Purchase & Accumulation 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 27th day of January, 1999.

                                 NEWPORT NEWS SHIPBUILDING INC.
                                 EMPLOYEE STOCK PURCHASE &
                                 ACCUMULATION PLAN

                                 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 October 12, 1998  (incorporated  by reference to Exhibit
                 4.2 of the  Company's  Registration  Statement on Form S-8,
                 filed on October 19, 1998 (Registration No. 333-65877)).

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).
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{"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": "333-72763", "film-number": "99547123"}, "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 Inc.
                   Employee Stock Purchase & Accumulation 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 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        150,000 shares           $27.75*            $4,162,500*          $1,157*
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 February 12, 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 plans described herein.
NEWPORT NEWS SHIPBUILDING INC.

         This Registration  Statement covers 150,000 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. Employee Stock Purchase & Accumulation Plan
(the "Stock Purchase Plan").  The Company  initially  registered the issuance of
700,000 shares of Common Stock in connection with the Stock Purchase Plan on its
Registration  Statement on Form S-8  (Registration  No. 333-22501) as filed with
the Securities and Exchange  Commission (the "Commission") on February 27, 1997,
subsequently  registered the issuance of an additional  400,000 shares of Common
Stock in connection with the Stock Purchase Plan on its  Registration  Statement
on Form S-8  (Registration  No.  333-31165) as filed with the Commission on July
14, 1997,  and  subsequently  registered  the issuance of an additional  200,000
shares  of  Common  Stock in  connection  with the  Stock  Purchase  Plan on its
Registration  Statement on Form S-8  (Registration  No. 333-63233) as filed with
the Commission on September 10, 1998. The contents of Registration Statement No.
333-22501,  Registration Statement No. 333-31165, and Registration Statement No.
333-63233 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 Stock Purchase Plan
also  relates to shares of Common  Stock  registered  pursuant  to  Registration
Statement No. 333-22501,  Registration  Statement No. 333-31165 and Registration
Statement 333-63233.

                                       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
          September 20, 1998;

     (c)  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-Q/A for the same period;

     (d)  The  Company's  Quarterly  Report on Form 10-Q for the  quarter  ended
          March 22, 1998; and

     (e)  The Company's  Current  Reports on Form 8-K filed on November 12, 1998
          and January 22, 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 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.

                                       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 89,024  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 October 12, 1998  (incorporated  by reference to Exhibit
                  4.2 of the  Company's  Registration  Statement on Form S-8,
                  filed on October 19, 1998 (Registration No. 333-65877)).

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 27th
day of January, 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                       January 26, 1999
------------------------------------           Executive Officer    
William P. Fricks                          

/s/ David J. Anderson                      Senior Vice President and                January 25, 1999
------------------------------------         Chief Financial Officer
David J. Anderson                   

/s/ Charles P. Wingfield, Jr.              Vice President and                       January 25, 1999
------------------------------------         Controller
Charles P. Wingfield, Jr.           

/s/ Gerald L. Baliles                      Director                                 January 27, 1999
------------------------------------
Hon. Gerald L. Baliles

/s/ Leon A. Edney                          Director                                 January 25, 1999
------------------------------------
Leon A. Edney, Admiral (Ret.)

/s/ W. R. Harvey                           Director                                 January 27, 1999
------------------------------------
Dr. William R. Harvey

                                           Director                                  ________, 1999
------------------------------------
Dana G. Mead

/s/ Joseph J. Sisco                        Director                                 January 26, 1999
------------------------------------
Dr. Joseph J. Sisco

                                           Director                                  ________, 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  Inc.  Employee Stock
Purchase & Accumulation 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 27th day of January, 1999.

                                 NEWPORT NEWS SHIPBUILDING INC.
                                 EMPLOYEE STOCK PURCHASE &
                                 ACCUMULATION PLAN

                                 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 October 12, 1998  (incorporated  by reference to Exhibit
                 4.2 of the  Company's  Registration  Statement on Form S-8,
                 filed on October 19, 1998 (Registration No. 333-65877)).

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).