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                                                                   EXHIBIT 10.24


                               SECOND AMENDMENT
                                      TO
                        NEWPORT NEWS SHIPBUILDING INC.
                          DEFERRED COMPENSATION PLAN


     The Newport News Shipbuilding Inc. Deferred Compensation Plan is hereby
amended, effective September 1, 1999, in the following respects:

     1.   Section 5.05 is amended to read as follows:

             5.05  Deferral Period. Coincident with each election to contribute,
                   a Participant shall elect a deferral period applicable to
                   Annual Earnings Deferrals, Annual Incentive Deferrals, Stock
                   Grant Deferrals, and any related Company Match. The deferral
                   period shall be at least two years and shall not continue
                   beyond the last day of the calendar year in which the
                   Participant attains age sixty-five (65).


     2.   Article V is amended by adding a new Section 5.07, to read as follows:

             5.07  Stock Grant Deferrals:  The cash equivalent value of
                   performance share awards issued to and earned by Participants
                   shall be eligible for deferral under this Plan. Prior to
                   October 1 of the year preceding the year in which the
                   performance shares are scheduled to vest, each Participant
                   must make a written election to reduce the cash equivalent of
                   those shares by a percentage thereof or by a flat dollar
                   amount and to have such amounts contributed to his Deferred
                   Compensation Account.

                   Such election shall be made on a form provided by the Plan
                   Administrator, and must be returned to the Plan Administrator
                   prior to the applicable October 1. Such election form shall
                   state the percentage or amount by which the Participant
                   desires to reduce the cash equivalent of his performance
                   shares. If the amount of the reduction is expressed as a
                   percentage such percentage must be in whole numbers in
                   increments of ten percent (10%), not less than ten percent
                   (10%), and not more than one hundred percent (100%). If the
                   amount of the reduction is expressed as a flat dollar amount,
                   such amount must be at least $1,000 and an even multiple of
                   one thousand dollars ($1,000) and may not exceed the cash
                   equivalent value of the Participant's earned performance
                   shares, as valued on the closing price of such shares on the
                   New York Stock Exchange on the date such shares are scheduled
                   to vest.
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                    The deferral elections described in this section shall not
                    apply to stock options or restricted stock awarded to a
                    Participant, except that restricted stock may be subject to
                    a deferral election if the award has been made in lieu of
                    performance shares and provides for the vesting of such
                    stock upon the attainment of one or more performance goals.
                    The deferral elections described in this section shall be
                    eligible for the Company Match set forth in Section 5.03(b),
                    provided the Participant elects the Newport News
                    Shipbuilding Inc. Stock Index as the Hypothetical Investment
                    Alternative and elects a deferral period of at least three
                    (3) years under Section 5.05 with respect to the deferral.

     IN WITNESS WHEREOF, these amendments are hereby executed this _____ day of
November, 1999.


                                        NEWPORT NEWS SHIPBUILDING INC.



                                        By: _______________________________
                                                Senior Vice President



ATTEST:__________________