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                                                                    EXHIBIT 10.6

                                FIRST AMENDMENT
                                      TO
                        NEWPORT NEWS SHIPBUILDING INC.
                    SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


     The Newport News Shipbuilding Inc. Supplemental Executive Retirement Plan
(the "Plan") is hereby amended, immediately prior to the Consummation of the
Offer (as defined in the Agreement and Plan of Merger among General Dynamics
Corporation, Grail Acquisition Corporation and Newport News Shipbuilding Inc.
(the "Company"), dated as of April 24, 2001), as follows:


     1.   Section 2.12 is hereby amended in its entirety to read as follows:

          "Final Average Compensation" shall mean the average of the
          Participant's Covered Compensation for any three calendar years (out
          of the five most recent full calendar years, provided that the year in
          which termination of employment occurs may be counted as the most
          recent full calendar year for such purpose) that produces the highest
          average. Covered Compensation shall mean regular base compensation
          during the calendar year plus actual short-term incentive compensation
          earned during the same calendar year. For any calendar year in which a
          Participant was employed by an Employer for only part of the year, the
          regular base compensation during that year will be annualized and
          short-term incentive compensation earned during that year will be
          annualized if the actual award reflected less than a full-year bonus.
          Short-term incentive compensation shall be included as Covered
          Compensation with respect to the calendar year in which it was earned
          by the Participant, without regard to the calendar year in which it
          was paid to the Participant. Short-term incentive compensation shall
          mean only annual bonuses paid or eligible to be paid to the
          Participant in cash based on Company and individual employee
          performance criteria (including amounts paid or payable pursuant to
          the
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          Newport News Shipbuilding Inc. Annual Incentive Plan), and shall not
          include signing bonuses, relocation allowances, long-term incentive
          awards, stock options, performance share grants, expense allowances or
          reimbursements, or any other compensation.

     Full Force and Effect.  Except as expressly amended hereby, the Plan shall
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continue in full force and effect in accordance with the terms thereof on the
date hereof.

     Governing Law.  This Amendment shall be governed by and construed in
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accordance with the laws of the Commonwealth of Virginia applicable to
agreements made and entirely to be performed within such jurisdiction.


     IN WITNESS WHEREOF, this Amendment is hereby executed this ___day of
_______, 2001.


                                   NEWPORT NEWS SHIPBUILDING INC.



                                   By:_______________________
                                      Vice President, Human
                                      Resources and EH&S



ATTEST:



By:_________________________
Title: