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. 1997
                Employee Stock Purchase and 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       Proposed
                                        maximum        maximum      Amount of
 Title of securities   Amount to be  offering price   aggregate    registration
  to be registered      registered     per share    offering price     fee
-------------------------------------------------------------------------------
Common Stock, par
value $.01 per share
(including
associated Rights)    200,000 shares   $24.0625*      $4,812,500*   $1,419.69*
===============================================================================
       (*) 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 200,000 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. 1997 Employee Stock Purchase and 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, and 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. The contents of Registration Statement No. 333-22501and
Registration Statement No. 333-31165 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 and Registration Statement No.
333-31165.

                                       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.

      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 Stock Purchase Plan pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities registered hereunder have been issued or
which deregisters all securities offered then remaining unsold, shall be deemed
incorporated by reference in this Registration Statement and to be a part hereof
from the date of the filing of such documents. Any statement, including
financial statements, contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

Item 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).




<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


<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.


         Signature                   Title                   Date
         ---------                   -----                   ----



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


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

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

----------------------------
Hon. Gerald L. Baliles       Director               ___________, 1998

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

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

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

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

----------------------------
Stephen R. Wilson            Director               ___________, 1998



<PAGE>



                                   SIGNATURES

The Stock Purchase Plan

      Pursuant to the requirements of the Securities Act of 1933, the Committee
appointed under the Newport News Shipbuilding Inc. 1997 Employee Stock Purchase
and 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 9th day of September, 1998.

                                    NEWPORT NEWS SHIPBUILDING INC.
                                    1997 EMPLOYEE STOCK PURCHASE AND
                                    ACCUMULATION PLAN


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




<PAGE>




                                  EXHIBIT INDEX

Exhibit No.
-------------

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

4.2          By-laws of the Company, as amended and restated, dated as of
             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).
[{"type": "S-8", "sequence": "1", "description": "NEWPORT NEWS SHIPBUILDING INC. S-8", "secsgml_size_bytes": 16838}]
{"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": "333-63233", "film-number": "98707750"}, "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. 1997
                Employee Stock Purchase and 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       Proposed
                                        maximum        maximum      Amount of
 Title of securities   Amount to be  offering price   aggregate    registration
  to be registered      registered     per share    offering price     fee
-------------------------------------------------------------------------------
Common Stock, par
value $.01 per share
(including
associated Rights)    200,000 shares   $24.0625*      $4,812,500*   $1,419.69*
===============================================================================
       (*) 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 200,000 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. 1997 Employee Stock Purchase and 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, and 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. The contents of Registration Statement No. 333-22501and
Registration Statement No. 333-31165 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 and Registration Statement No.
333-31165.

                                       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.

      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 Stock Purchase Plan pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities registered hereunder have been issued or
which deregisters all securities offered then remaining unsold, shall be deemed
incorporated by reference in this Registration Statement and to be a part hereof
from the date of the filing of such documents. Any statement, including
financial statements, contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

Item 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).
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
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 of the
---------------------------   Board, and Chief
William P. Fricks             Executive Officer     September 4, 1998

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

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

----------------------------
Hon. Gerald L. Baliles       Director               ___________, 1998

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

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

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

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

----------------------------
Stephen R. Wilson            Director               ___________, 1998
SIGNATURES

The Stock Purchase Plan

      Pursuant to the requirements of the Securities Act of 1933, the Committee
appointed under the Newport News Shipbuilding Inc. 1997 Employee Stock Purchase
and 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 9th day of September, 1998.

                                    NEWPORT NEWS SHIPBUILDING INC.
                                    1997 EMPLOYEE STOCK PURCHASE AND
                                    ACCUMULATION PLAN

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

Exhibit No.
-------------

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

4.2          By-laws of the Company, as amended and restated, dated as of
             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).