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                                                                   EXHIBIT 10.10

                               SECOND AMENDMENT
                                      TO
                        NEWPORT NEWS SHIPBUILDING INC.
             DEFERRED COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS



     The Newport News Shipbuilding Inc. Deferred Compensation Plan for
Nonemployee Directors (the "Plan") is hereby amended, effective 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., dated as of April 24, 2001), as follows:


     1.   A new Section 6.06 is hereby added to read as follows:

          "6.06  Termination Upon a Change in Control.  Notwithstanding anything
          to the contrary in the Plan, and notwithstanding any Participant's
          prior elections with respect to distribution of the Participant's
          Deferred Compensation Account, upon the occurrence of a Change in
          Control (within the meaning of the Company's Change in Control
          Severance Benefit Plan for Key Executives), the Company shall pay each
          Participant as soon as practicable following such Change in Control an
          amount in cash equal to the amount credited to such Participant's
          Deferred Compensation Account, and this Plan shall terminate following
          such payments.  For purposes of this Section 6.06, (i) the amount
          credited to the portion of a Participant's Deferred Compensation
          Account (including any Company Match Account) that is deemed to be
          invested in the Newport News Shipbuilding Inc. Stock Index shall be
          valued assuming that the per share price of the Company's common stock
          on the date of such Change in Control is equal to the per share offer
          price paid or to be paid by any person in connection with a tender
          offer for the shares of Company common stock (if such offer price is
          higher than the then current market per share price of the Company's
          common stock), and (ii) the amount credited to each Participant's
          Deferred Compensation Account shall be determined immediately
          following such Change in
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          Control (and without regard to whether any such date would otherwise
          be a Valuation Date)."

     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: