EXHIBIT 10.30

                                 FIRST AMENDMENT
                                       TO
                         NEWPORT NEWS SHIPBUILDING INC.
                           DEFERRED COMPENSATION PLAN


      The Newport News Shipbuilding Inc. Deferred Compensation Plan is hereby
amended, effective December 15, 1998, in the following respects:

      1. Section 2.06(i) is amended to read as follows:

            (i) Any person and any of their affiliates or associates becomes the
            beneficial owner, directly or indirectly, of securities representing
            fifteen percent (15%) or more of the combined voting power of the
            Company's then outstanding securities having general voting rights,
            and a majority of the Incumbent Board does not approve the
            acquisition before the acquisition occurs; notwithstanding the
            foregoing, a Change in Control shall not be deemed to occur pursuant
            to this clause (i) solely because fifteen percent (15%) or more of
            the combined voting power of the Company's then outstanding
            securities having general voting rights is acquired by one or more
            employee benefit plans maintained by the Company or one or more
            companies, the majority of whose voting common or capital stock is
            owned directly or indirectly by the Company.

      2. Section 2.16 is deleted.

      3. Section 5.06 is amended to read as follows:

            5.06 Nature of the Company's Obligation. The Company's obligation
            under this Plan shall be limited to an unfunded and unsecured
            promise to pay. The Company may establish a Rabbi Trust to hold
            assets in connection with this Plan. However, except as provided in
            the event of a Change in Control, the Company shall not be obligated
            to make contributions to the Rabbi Trust or otherwise fund its
            financial obligations under the Plan.

            In the event that a Rabbi Trust has been established, upon a Change
            in Control, the Company shall, immediately following the Change in
            Control, as defined herein, make an irrevocable contribution to the
            Rabbi Trust in an amount that is sufficient to pay each Plan
            Participant or Beneficiary the Benefits to which Plan Participants
            or their Beneficiaries would be entitled pursuant to the terms of
            the Plan as of the date on which the Change in Control occurred.

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      4. The third sentence of Section 8.01 is amended to read as follows:

            Notwithstanding the foregoing, the Company may establish a Rabbi
            Trust so that in the event of a Change in Control, the Company shall
            fund all benefits payable under this Plan through a trust described
            in Code section 671 with respect to which the Company is the grantor
            (a "Rabbi Trust").

      IN WITNESS WHEREOF, these amendments are hereby executed this _____ day of
Decmber, 1998


                                    NEWPORT NEWS SHIPBUILDING INC.



                                    By: _______________________________
                                          Senior Vice President


ATTEST:______________________