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                                                                   EXHIBIT 10.17


                          GENERAL DYNAMICS CORPORATION

                        1997 INCENTIVE COMPENSATION PLAN


1.      Purpose. This plan is an amendment and restatement of the 1988 Incentive
        Compensation Plan; it is renamed the "1997 Incentive Compensation Plan"
        and is referred to hereinafter as the "Plan." The purpose of the Plan is
        to provide General Dynamics Corporation and its subsidiaries (the
        "Company") with an effective means of attracting, retaining, and
        motivating officers and other key employees and to provide them with
        incentives to enhance the growth and profitability of the Company.

2.      Eligibility. Any officer or key employee of the Company in an executive,
        administrative, professional, scientific, engineering, technical, or
        advisory capacity is eligible for an award under the Plan.

3.      Committee. The Plan shall be administered by the Compensation Committee
        (the "Committee") of the Board of Directors of the Company comprised of
        two or more members of the Board of Directors, none of whom shall be
        employees of the Company. Except as otherwise expressly provided in the
        Plan, the Committee shall have full power and authority to interpret and
        administer the Plan, to determine the officers and key employees to
        receive awards and the amounts and types of the awards, to adopt, amend,
        and rescind rules and regulations, and to establish terms and
        conditions, not inconsistent with the provisions of the Plan, for the
        administration and implementation of the Plan, provided, however, that
        the Committee may not, after the date of any award, make any changes
        that would adversely affect the rights of a recipient under any award
        without the consent of the recipient. The determination of the Committee
        on these matters shall be final and conclusive and binding on the
        Company and all participants.

        Code Section 162(m) Subcommittee. Notwithstanding the foregoing
        paragraph, the Plan shall be administered by a subcommittee of the
        Committee (the "Subcommittee") with respect to persons covered by the
        deduction limitation of Section 162(m) of the Internal Revenue Code of
        1986, as amended (the "Code"). The Subcommittee shall comprise two or
        more members of the Committee, all of whom shall be "outside directors"
        as that term is used in Code Section 162(m). With respect to such
        persons subject to Code Section 162(m), the Subcommittee shall have all
        of the powers, rights, and duties granted to the Committee under this
        Plan and each reference to the "Committee" herein shall be deemed to be
        a reference to the "Subcommittee."

4.      Awards. Awards may be made by the Committee in such amounts as it shall
        determine in cash, in common stock of the Company ("Common Stock"), in
        options to purchase Common Stock of the Corporation ("Stock Options"),
        or in shares of Common Stock subject to certain restrictions
        ("Restricted Stock"), or any combination thereof. Awards of Stock
        Options shall be limited to awards for such number of shares as shall be
        allocated for that purpose by the Board of Directors and approved by the
        shareholders.


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5.      Code Section 162(m) Awards. Awards to persons covered by the deduction
        limitation of Code Section 162(m), as described by Code Section
        162(m)(3), shall be subject to the following additional limitations:

        a.      Adjustments. The Subcommittee shall have no discretion to
                increase an award of Stock Options and/or Restricted Stock once
                granted, except that adjustments are permitted under Sections 11
                and 12 of this Plan to the extent permissible under regulations
                interpreting Code Section 162(m).

        b.      Maximum Awards. Awards of Stock Options and/or Restricted Stock
                under the Plan shall be limited as follows:

                (1)     Awards of Stock Options shall be limited to 500,000
                        shares awarded to any one individual for any calendar
                        year and shall be issued at fair market value.

                (2)     Awards of Restricted Stock shall be limited to 100,000
                        shares awarded to any one individual for any calendar
                        year. Notwithstanding the foregoing, Restricted Stock
                        granted under the Restricted Stock Performance Formula,
                        described below, shall be limited to an initial grant of
                        100,000 shares, but shall be adjusted upwards or
                        downwards in accordance with that formula.

        c.      Performance Goals. The Subcommittee, in its sole discretion,
                shall establish performance goals applicable to awards of
                Restricted Stock in such a manner as shall permit payments with
                respect thereto to qualify as "performance-based compensation"
                as described in Code Section 162(m)(4)(C). Such awards shall be
                based on attainment of, over a specified period of individual
                performance, specified targets or other parameters relating to
                one or more of the following business criteria: market price of
                Common Stock, earnings per share, net profits, total shareholder
                return, return of shareholders' equity, cash flow, and
                cumulative return on net assets employed. In addition, awards of
                Restricted Stock may be based on the Restricted Stock
                Performance Formula, described below.

6.      Restricted Stock Performance Formula. Awards of Restricted Stock may be
        granted pursuant to the formula described in this section, referred to
        herein as the "Restricted Stock Performance Formula." The Committee
        shall make an initial grant of shares of Restricted Stock (the "Initial
        Grant"). At the end of a specified performance period (determined by the
        Committee), the number of shares in the Initial Grant shall be increased
        or decreased based on the increase or decrease in the value of the
        Common Stock over the performance period.

        The increase or decrease described in the preceding paragraph shall be
        determined in the following manner:

                At the end of each performance period, the fair market value (as
                defined in Section 7 below) of the Common Stock is compared to
                the fair market value per share on the grant date. That
                difference is multiplied by the number of shares of Restricted
                Stock to be earned at the end of each performance period and the
                resulting product is divided by the fair market value at the end
                of the performance period. The number of shares of Common Stock
                so determined is added to (in the case of a higher fair market
                value) or subtracted from (in the case of a lower fair market
                value) the number of shares of Restricted Stock to be earned at
                that time. Once the number of


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                shares of Restricted Stock has been adjusted, restrictions will
                continue to be imposed for a period of time.

7.      Common Stock. In the case of awards in Common Stock, the number of
        shares shall be determined by dividing the amount of the award by the
        average between the highest and lowest quoted selling prices of the
        Company's Common Stock on the New York Stock Exchange on the date of the
        award. The average is referred to throughout this Plan as the "fair
        market value."

8.      Dividend Equivalents and Interest.

        a.      Dividends. If any award in Common Stock or Restricted Stock is
                to be paid on a deferred basis, the recipient may be entitled,
                on terms and conditions to be established, to receive a payment
                of, or credit equivalent to, any dividend payable with respect
                to the number of shares of Common Stock or Restricted Stock
                which, as of the record date for the dividend, has been awarded
                or made payable to the recipient but not delivered.

        b.      Interest. If any award in cash is to be paid on a deferred
                basis, the recipient may be entitled, on terms and conditions to
                be established, to be paid interest on the unpaid amount.

9.      Restricted Stock Awards. Restricted Stock represents awards made in
        Common Stock in which the shares granted may not be sold, transferred,
        pledged, assigned, or otherwise alienated or hypothecated except upon
        passage of time, or upon satisfaction of other conditions, or both, in
        every case as provided by the Committee in its sole discretion. The
        recipient of an award of Restricted Stock shall be entitled to vote the
        shares awarded and to the payment of dividend equivalents on the shares
        from the date the award of shares is made; and, in addition, all Special
        Distributions (as defined in Section 11 hereof) thereon shall be
        credited to an account similar to the Account described in Section 11.
        The recipient of an award of Restricted Stock shall have a
        nonforfeitable interest in amounts credited to such account in
        proportion to the lapse of restrictions on the Restricted Stock to which
        such amounts relate. For example, when restrictions lapse on fifty
        percent (50%) of the Restricted Stock granted in an award, the holder of
        such Restricted Stock shall have a nonforfeitable interest in fifty
        percent (50%) of the amount credited to his account which is
        attributable to such Restricted Stock. The holder of Restricted Stock
        shall receive a payment in cash of any amount in his account as soon as
        practicable after the lapse of restrictions relating thereto.

10.     Stock Option Awards.

        a.      Available Shares. Shares available for awards of Stock Options
                under the Plan at the effective date of the restatement of the
                Plan shall be available for awards of Stock Options under the
                Plan. Shares available for awards of Stock Options may be
                authorized but unissued shares or may be treasury shares. If any
                option awarded under the Plan or any predecessor plan shall
                expire, terminate, or be canceled for any reason without having
                been exercised in full, the corresponding number of unpurchased
                shares which were reserved for issuance upon exercise thereof
                shall again be available for the purposes of the Plan.

        b.      Type of Options. Options shall be in the form of incentive stock
                options, non-statutory stock options, or both, as the Committee
                may determine. The term "incentive stock option" means any
                option, or portion thereof, awarded under the Plan which meets
                the applicable requirements of Section 422 of the Internal
                Revenue Code, as it may be amended from time to time. The term


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                "non-statutory stock option" means any option, or portion
                thereof, awarded under the Plan which does not qualify as an
                incentive stock option.

        c.      Incentive Stock Option Limitation. For incentive stock options
                granted under the Plan, the aggregate fair market value
                (determined as of the date the option is awarded) of the number
                of whole shares with respect to which incentive stock options
                are exercisable for the first time by any employee during any
                calendar year under all plans of the Company shall not exceed
                $100,000.

        d.      Purchase Price. The purchase price of the Common Stock under
                each option shall be determined by the Committee, but shall not
                be less than 100 percent of the fair market value of the Common
                Stock on the date of the award of the option.

        e.      Terms and Conditions. The Committee shall, in its discretion,
                establish (i) the term of each option, which in the case of
                incentive stock options shall not be more than ten years, (ii)
                the terms and conditions upon which and the times when each
                option shall be exercised, and (iii) the terms and conditions
                under which options may be exercised after termination of
                employment for any reason for periods not to exceed three years
                after termination of employment but not beyond the term
                established above.

        f.      Purchase by Cash or Stock. The purchase price of shares
                purchased upon the exercise of any stock option shall be paid
                (i) in full in cash, or (ii) in whole or in part (in combination
                with cash) in full shares of Common Stock owned by the optionee
                and valued at its fair market value on the date of exercise, all
                pursuant to procedures approved by the Committee.

        g.      Transferability. Options shall not be transferable. During the
                lifetime of the person to whom an option has been awarded, it
                may be exercisable only by such person or one acting in his
                stead or in a representative capacity. Upon or after the death
                of the person to whom an option is awarded, an option may be
                exercised by the optionee's legatee or legatees under his last
                will, or by the option holder's personal representative or
                distributee's executive, administrator, or personal
                representative or designee in accordance with the terms of the
                option.

11.     Adjustments for Special Distributions. The Committee shall have the
        authority to change all Stock Options granted under this Plan to adjust
        equitably the purchase price thereof to reflect a special distribution
        to shareholders or other extraordinary corporate action involving
        distributions or payments to shareholders (collectively referred to as
        "Special Distributions"). In the event of any Special Distribution, the
        Committee may, to the extent that it determines in its judgment that the
        adjustment of the purchase price of Stock Options does not fully reflect
        such Special Distribution, increase the number of shares of Common Stock
        covered by such Stock Options or cause to be created a Special
        Distribution account (the "Account") in the name of each individual to
        whom Stock Options have been granted hereunder (sometimes herein
        referred to as a "Grantee") to which shall be credited an amount
        determined by the Committee, or, in the case of non-cash Special
        Distributions, make appropriate comparable adjustments for or payments
        to or for the benefit of the Grantee.

        Amounts credited to the Account in accordance with the preceding rules
        shall be credited with interest, accrued monthly, at an annual rate
        equal to the higher of Moody's Corporate Bond Yield Average or the prime
        rate in effect from time to time, and such interest shall be credited in
        accordance with rules to be established by the Committee.
        Notwithstanding the foregoing, at no time


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        shall the Committee permit the amount credited to the Grantee's Account
        to exceed ninety percent (90%) of the purchase price of the Grantee's
        outstanding Stock Options to which such amount relates. To the extent
        that any credit would cause the Account to exceed that limitation, such
        excess shall be distributed to the Grantee in cash.

        Amounts credited to the Grantee's Account shall be paid to the Grantee
        or, if the Grantee is deceased, his or her beneficiary at the time that
        the options to which it relates are exercised or expire, whichever
        occurs first.

        The Account shall for all purposes be deemed to be an unfunded promise
        to pay money in the future in certain specified circumstances. As to
        amounts credited to the Account, a Grantee shall have no rights greater
        than the rights of a general unsecured creditor of the Company, and
        amounts credited to the Grantee's Account shall not be assignable or
        transferable other than by will or the laws of descent and distribution,
        and such amounts shall not be subject to the claims of the Grantee's
        creditors.

12.     Adjustments and Reorganizations. The Committee may make such adjustments
        to awards granted under the Plan (including the terms, exercise price,
        and otherwise) as it deems appropriate in the event of changes that
        impact the Company, the Company's share price, or share status.

        In the event of any merger, reorganization, consolidation, change of
        control, recapitalization, separation, liquidation, stock dividend,
        stock split, extraordinary dividend, spin-off, split-up, rights
        offering, share combination, or other change in the corporate structure
        of the Company affecting the Common Stock, the number and kind of shares
        that may be delivered under the Plan shall be subject to such equitable
        adjustment as the Committee, in its sole discretion, may deem
        appropriate. The determination of the Committee on these matters shall
        be final and conclusive and binding on the Company and all participants.
        Except as otherwise provided by the Committee, all authorized shares,
        share limitations, and awards under the Plan shall be proportionately
        adjusted to account for any increase or decrease in the number of issued
        shares of Common Stock resulting from any stock split, stock dividend,
        reverse stock split, or any similar reorganization or event.

        In the preceding paragraph, "change of control" means any of the
        following events:

        a.      An acquisition (other than directly from the Company) of any
                voting securities of the Company by any person who previously
                was the beneficial owner of less than ten percent of the
                combined voting power of the Company's outstanding voting
                securities and who immediately after such acquisition is the
                beneficial owner of 30 percent or more of the combined voting
                power of the Company's then outstanding voting securities;
                provided that, in determining whether a change of control has
                occurred, voting securities which are acquired by (i) an
                employee benefit plan (or a trust forming a part thereof)
                maintained by the Company or any subsidiary of the Company, (ii)
                the Company or any subsidiary of the Company, or (iii) any
                person in connection with a Non-Control Transaction (as
                hereinafter defined), will not constitute an acquisition which
                results in a change of control;

        b.      Approval by stockholders of the Company of:

                (1)     a merger, consolidation, or reorganization involving the
                        Company, unless:


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                        (A)     the stockholders of the Company immediately
                                before such merger, consolidation, or
                                reorganization will own, directly or indirectly,
                                immediately following such merger,
                                consolidation, or reorganization, at least 51
                                percent of the combined voting power of the
                                outstanding voting securities of the corporation
                                resulting from such merger, consolidation, or
                                reorganization (the "Surviving Company") in
                                substantially the same proportion as their
                                ownership of the voting securities of the
                                Company immediately before such merger,
                                consolidation, or reorganization; and

                        (B)     the individuals who were members of the Board
                                immediately prior to the execution of the
                                agreement providing for such merger,
                                consolidation, or reorganization constitute a
                                majority of the members of the Board of
                                Directors of the Surviving Company; and

                        (C)     no person (other than the Company, any
                                subsidiary of the Company, any employee benefit
                                plan (or any trust forming a part thereof)
                                maintained by the Company, the Surviving
                                Company, any subsidiary of the Surviving
                                Company, or any person who, immediately prior to
                                such merger, consolidation, or reorganization,
                                was the beneficial owner of 20 percent or more
                                of the then outstanding voting securities of the
                                Company) is the beneficial owner of 20 percent
                                or more of the combined voting power of the
                                Surviving Company's then outstanding voting
                                securities;

                        (D)     a transaction described in clauses (A) through
                                (C) above is referred to herein as a
                                "Non-Control Transaction;"

                (2)     the complete liquidation or dissolution of the Company;
                        or

                (3)     an agreement for sale or other disposition of all or
                        substantially all of the assets of the Company to any
                        person (other than a transfer to a subsidiary of the
                        Company).

        c.      Notwithstanding the foregoing, a change of control will not be
                deemed to occur solely because any person (a "Subject Person")
                acquires beneficial ownership of more than the permitted amount
                of the outstanding voting securities of the Company as a result
                of the acquisition of voting securities by the Company which, by
                reducing the number of voting securities outstanding, increases
                the proportional number of shares beneficially owned by the
                Subject Person, provided that if a change of control would occur
                (but for the operation of this sentence) as a result of the
                acquisition of voting securities by the Company, and after such
                share acquisition by the Company, the Subject Person becomes the
                beneficial owner of any additional voting securities which
                increases the percentage of the then outstanding voting
                securities beneficially owned by the Subject Person, then a
                change of control will be deemed to have occurred.

13.     Tax Withholding. The Company shall have the right to (i) make deductions
        from any settlement of an award under the Plan, including the delivery
        or vesting of shares, or require shares or cash or both be withheld from
        any award, in each case in an amount sufficient to satisfy withholding
        of any federal, state, or local taxes required by law, or (ii) take such
        other action as may be necessary or appropriate to satisfy any such
        withholding obligations. The Committee may determine the manner


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        in which such tax withholding may be satisfied, and may permit shares of
        Common Stock (rounded up to the next whole number) to be used to satisfy
        required tax withholding based on the fair market value of any such
        shares of Common Stock, as of the appropriate time of each award.

14.     Expenses. The expenses of administering the Plan shall be borne by the
        Company.

15.     Amendments. The Board of Directors of the Company shall have complete
        power and authority to amend the Plan, provided that the Board of
        Directors shall not, without shareholder approval, adopt any amendment
        which would (a) increase the number of shares for which options may be
        awarded under the Plan, (b) modify the class of employees eligible to
        receive awards, (c) extend the period during which incentive stock
        options may be awarded, or (d) materially increase the benefits of
        employees receiving awards under the Plan. No amendment to the Plan may,
        without the consent of the individual to whom the award shall
        theretofore have been awarded, adversely affect the rights of an
        individual under the award.

16.     Effective Date of the Plan. The Plan shall become effective on its
        adoption by the Board of Directors of the Company on February 5, 1997,
        subject to approval at the 1997 Annual Meeting of Shareholders.

17.     Termination. The Board of Directors of the Company may terminate the
        Plan or any part thereof at any time, provided that no termination may,
        without the consent of the individual to whom any award shall
        theretofore have been made, adversely affect the rights of an individual
        under the award.

18.     Other Actions. Nothing contained in the Plan shall be deemed to preclude
        other compensation plans which may be in effect from time to time or be
        construed to limit the authority of the Company to exercise its
        corporate rights and powers, including, but not by way of limitation,
        the right of the Company (a) to award options for proper corporate
        purposes otherwise than under the Plan to an employee or other person,
        firm, corporation, or association, or (b) to award options to, or assume
        the option of, any person in connection with the acquisition, by
        purchase, lease, merger, consolidation, or otherwise, of the business
        and assets (in whole or in part) of any person, firm, corporation, or
        association.



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