Exhibit 10.15






                         NEWPORT NEWS SHIPBUILDING INC.

                           DEFERRED COMPENSATION PLAN

                           FOR NONEMPLOYEE DIRECTORS


<PAGE>


                               TABLE OF CONTENTS

                                                                       Page

Article I         Establishment and Purpose                               1

Article II        Definitions                                             2

Article III       Eligibility                                             2

Article IV        Deferral Election                                       2

Article V         Accounts                                                3

Article VI        Payment of Benefits                                     4

Article VII       Sources of Payments                                     5

Article VIII      Plan Administrator                                      6

Article IX        Amendment and Termination                               6

Article X         General Provisions                                      6


<PAGE>




                           NEWPORT NEWS SHIPBUILDING

              DEFERRED COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS

                                   ARTICLE I

                           Establishment and Purpose

Establishment.  Effective as of January 1, 1997, Newport News Shipbuilding Inc.
("the Company") hereby adopts this deferred compensation plan to be known as the
"Newport News Shipbuilding Deferred Compensation Plan For Nonemployee Directors"
(the "Plan").

Purpose.  To provide Directors, who are not employees of the Company, an
opportunity to defer cash fees paid for participation on the Board.


                                   ARTICLE II

                                  Definitions

Definitions. As used herein, the following words and phrases have the meanings
ascribed to them in Article II unless a different meaning is plainly required by
the context. Some of the words and phrases used in the Plan are not defined in
this Article II, but, for convenience, are defined as they are introduced into
the text. Words in the masculine gender shall be deemed to include the feminine
gender and words in the feminine gender shall be deemed to include the masculine
gender. Any headings used herein are included for ease of reference only, and
are not to be construed so as to alter any of the terms of the Plan.

2.01     "Board" means the Board of Directors of the Company.

2.02     "Company" means Newport News Shipbuilding Inc.

2.03     "Code" means the Internal Revenue Code of 1986, as amended from time to
         time.

2.04     "Deferred Compensation Account" means the account established for each
         Participant to which contributions described in Sections 4.01 and 4.02
         and the earnings thereon are credited.

                                       1

<PAGE>



2.05     "Disability" shall mean permanent and total disability, within the
         meaning of Code Section 22(e)(3), as determined by the Committee in the
         exercise of good faith and reasonable judgment, upon receipt of and in
         reliance on sufficient competent medical advice from one or more
         individuals, selected by the Committee, who are qualified to give
         professional medical advice.

2.06     "Participant" means a nonemployee member of the Company's Board of
         Directors who chooses to participate in this Plan.

2.07     "Plan Administrator" means the Compensation and Benefits Committee of
         the Board of Directors of Newport News Shipbuilding Inc.

2.08     "Plan Year" means the 12-month period beginning each January 1 and
         ending on the following December 31.

2.09     "Valuation Date" shall mean the last day of each March, June, September
         and the last day of the Plan Year and any other date designated by the
         Committee.

                                  ARTICLE III

                                  Eligibility

3.01     Eligibility to Participate.  All members of the Board who are not
         employees of the Company shall be eligible to participate in this Plan.

                                   ARTICLE IV

                               Deferral Election

4.01     Deferrals. Each nonemployee director will have the option of deferring
         a portion of his cash fees (retainer and/or meeting fees). Directors
         wishing to defer prospective fees must elect to defer said fees, on a
         form furnished by the Plan Administrator, during the following periods:

         a.       Within 30 days of the adoption of this Plan, or

         b.       Within 30 days after their first election as a member of the
                  Board, or

         c.       Prior to the first day of each calendar year.

                                       2

<PAGE>



         The choice to defer will be irrevocable for the applicable calendar
         year, and must include an irrevocable decision as to the method of
         distribution of that deferral as described in Section 6.01 of this
         Plan. A Director may defer 25% (twenty-five percent), 50% (fifty
         percent), 75% (seventy-five percent), or 100% (one hundred percent) of
         the portion of his fees that are payable in cash.

4.02     Deferral Period.  Participants shall elect a deferral period of at
         least two years.  The maximum deferral period available under this Plan
         is a deferral until the Participant is no longer a member of the Board.

                                   ARTICLE V

                                    Accounts

5.01     Investment Gain. Money deferred will be commingled in Company cash
         assets. Participants may choose among investment indices offered under
         this Plan; and their deferred compensation accounts will be adjusted to
         reflect gains, losses, and earnings, as if the deferred amounts had
         been so invested.

5.02     Establishment of Accounts. The Plan Administrator, or his delegee,
         shall establish a Deferred Compensation Account for each Participant to
         which the contributions described in Sections 4.01 and 4.02 and the
         earnings thereon, if any, will be credited. The Plan Administrator may
         establish subaccounts for Participants, as he deems appropriate.

5.03     Account Earnings.  Participant's Deferred Compensation Account will be
         adjusted for earnings, gains, and losses as of each Valuation Date on
         the basis of his hypothetical investment elections under Section 5.04.

5.04     Hypothetical Investment Elections. A Participant may direct the
         hypothetical investment of his Deferred Compensation Account. The most
         recently provided investment directions shall remain in effect until
         changed by the Participant. The timing and ability to change investment
         choices may be impacted by a Participant's "insider" status for
         Securities and Exchange purposes and may also depend on the fund
         alternatives available. Participants will be informed of any
         limitations to changing investments. The investment alternatives used
         in determining account earnings are:

         (i)      The prime rate of interest reported monthly by the Chase
                  Manhattan Bank,

                                       3

<PAGE>



         (ii)     Newport News Shipbuilding Inc. Stock Index (stock equivalent
                  unit account) based on the performance of the Company's common
                  stock (including dividend reinvestment), and

         (iii)    Other alternatives which may be offered from time to time,
                  which may include some of the funds currently offered in the
                  Newport News Shipbuilding Inc. 401(k) Investment Plan for
                  Salaried Employees:

         The Participant may select more than one investment alternative in
         increments of at least twenty-five percent (25%).

         The Company reserves the right to change or amend the hypothetical
         investment alternatives offered under this Plan at any time.

5.05     Company Match

         In order to encourage stock ownership among Plan Participants, the
         Company shall credit to the Participant's Company Match Account an
         amount equal to thirty percent (30%) of the Participant's annual cash
         fee deferrals for which the Participant elects the Newport News
         Shipbuilding Inc. Stock Index as the Hypothetical Investment
         Alternative, and provided that the Participant elects a deferral period
         of at least three (3) years under Section 4.02 with respect to the
         deferral.

5.06     Participant Reports.  The Plan Administrator, or his delegee, shall
         provide a statement to the Participant periodically concerning the
         status of his Deferred Compensation Account.


                                   ARTICLE VI

                              Payment of Benefits

6.01     Participant Elections. Coincident with each election to defer fees, a
         Participant shall elect a method of distribution for such amounts.
         Distributions must be in a single lump sum or in approximately equal
         annual installments over a period not to exceed ten (10) years. Payment
         shall based on the amount credited to the account as of the Valuation
         Date immediately preceding or coincident with the date of distribution.

6.02     Death. The Beneficiary of a Participant who dies shall receive the
         amount credited to the Participant's Deferred Compensation Account as
         of the Valuation Date immediately following or coincident with the
         death. Payment shall be made in a single lump sum within 60 days after
         such Valuation Date.

                                       4
<PAGE>


6.03     Disability. If a Participant's service on the Board is terminated
         because of his Disability, the total amount of his Participant
         Contribution Account shall be distributed to him in the form or forms
         elected under Section 6.01. Whether or not a participant has suffered a
         Disability will be determined by the Plan Administrator or his delegee
         on the basis of medical evidence satisfactory to it that the
         Participant is totally disabled, mentally or physically, so as to be
         prevented from serving on the Board and that such Disability will be
         permanent and continuous during the remainder of his life.
         Notwithstanding the election made under Sections 5.04 and 6.01,
         distribution shall commence within 60 days of the Quarterly Valuation
         Date immediately following the date a Participant is determined to be
         disabled. Such distribution will be made in a single lump sum.

6.04     Hardship. Notwithstanding the election made under Section 6.01, a
         Participant who suffers a "hardship" or "unforeseeable emergency" may
         make a withdrawal from his Participant Contribution Account because of
         the unforeseeable emergency, in an amount reasonable needed to satisfy
         the emergency need. An "unforeseeable emergency" shall mean a severe
         financial hardship to the Participant resulting from a sudden and
         unexpected illness or accident of the Participant of his dependent (as
         defined in Code Section 152 (a)), loss of the Participant's property
         due to casualty, or other similar extraordinary and unforeseeable
         circumstances arising as the result of events beyond the Participant's
         control.

         The circumstances that will constitute an unforeseeable emergency will
         depend upon individual facts and circumstances, as determined by the
         Plan Administrator or his delegee; but, in any case, payment may not be
         made to the extent that such hardship is or may be relieved (i) through
         reimbursement or compensation, insurance or otherwise; (ii) by
         liquidation of the Participant's assets to the extent the liquidation
         of such assets would not cause severe financial hardship, or (iii) by
         cessation of deferrals under the Plan. The amount of any hardship
         distribution will be limited to an amount reasonably necessary to
         satisfy the financial need.

6.05     Form of Payment. All benefits under the Plan shall be paid in cash and,
         to the extent required by law, shall be subject to withholding of
         Federal, state and local taxes.

                                  ARTICLE VII

                              Sources of Payments

All benefits payable under this Plan shall be paid directly from the general
assets of the Company. The Participant and/or his designated Beneficiaries shall
not have any property interest in any specific assets of the Company other than
the unsecured right to receive payments from the Company, as provided herein.

                                       5
<PAGE>

                                  ARTICLE VIII

                               Plan Administrator

The Plan shall be administered by the Compensation and Benefits Committee ("the
Committee") of the Board. The Committee shall act by a majority of its members
and such action may be taken either by vote at a meeting or in writing without a
meeting. The Plan Administrator may appoint one or more delegate(s) to discharge
any or all of his responsibilities hereunder. The Plan Administrator and his
delegate(s) shall have all of the discretionary authority, rights and duties
which are necessary or appropriate for proper administration of the Plan. The
decisions of the Plan Administrator, or his delegate(s), including but not
limited to interpretations and determinations of amounts due under this Plan,
shall be final and binding on all parties.

                                   ARTICLE IX

                           Amendment and Termination

The Committee reserves the right to amend, alter or discontinue this Plan at any
time, including the right to terminate this Plan and distribute any and all
benefits payable hereunder. Such action may be taken by any officer of the
Company who has been duly authorized by the Board to perform acts of such kind.
However, no such amendment shall deprive any Participant or Beneficiary of any
portion of any benefit payable immediately prior to the adoption date of such
amendment or termination.

                                   ARTICLE X

                               General Provisions

10.01    Facility of Payment. When a person entitled to a distribution under
         this Plan is under a legal disability, or, in the opinion of the Plan
         Administrator or his designee, is in any way incapacitated so as to be
         unable to manage his financial affairs, the Plan Administrator, or his
         designee, may direct that the distribution to which such person
         otherwise would be entitled shall be made to such person's legal
         representative(s), or the Plan Administrator may direct the application
         of such distribution for the benefit of such person in such manner as
         the Plan Administrator considers advisable. Any payment made in good
         faith in accordance with provisions of this Section 10.01 shall be a
         complete discharge of any liability for the making of such payment
         under the provisions of this Plan.

                                       6
<PAGE>

10.02    Successors. The provisions of this Plan shall be binding upon the
         Company and its successors and assigns and upon every Participant and
         his heirs, Beneficiaries, estates and legal representatives.

10.03    Required Notification to Plan Administrator. Each Participant entitled
         to benefits hereunder shall keep the Plan Administrator, or his
         delegee, informed in writing of his current mailing address. Any check
         representing payment hereunder and any communication addressed to a
         Participant or a former Participant at his last address filed with the
         Plan Administrator, or if no such address has been filed, then at his
         last address as indicated on the records of the Company, shall be
         binding on such person for all purposes of the Plan, and neither the
         Plan Administrator nor the Company or other payer shall be obliged to
         search for or ascertain the location of any such person. If the Plan
         Administrator, or his delegee, for any reason is in doubt as to the
         address of any Participant entitled to benefits hereunder or as to
         whether benefit payments are being received by the person entitled
         thereto, he shall, by registered mail addressed to the person concerned
         at his address last known to the Plan Administrator, notify such person
         that:

         (i)      All unmailed and future payments from the Plan shall be
                  henceforth withheld until he provides the Plan Administrator
                  or his delegee with evidence of his continued life and his
                  proper mailing address; and

         (ii)     His right to any payments from the Plan whatsoever shall, at
                  the option of the Plan Administrator, be canceled forever, if,
                  at the expiration of five (5) years from the date of such
                  mailing, he shall not have provided the Plan Administrator or
                  his delegee with evidence of his continued life and his proper
                  mailing address.

10.04    Required Information to Plan Administrator. Each Participant will
         furnish to the Plan Administrator or his delegee such information as
         the Plan Administrator considers necessary or desirable for purposes of
         administering the Plan, and the provisions of the Plan respecting any
         payments thereunder are conditional upon the Participant's furnishing
         promptly such true, full and complete information as the Plan
         Administrator may request. Any notice or information which, according
         to the terms of the Plan or the rules of the Plan Administrator, must
         be filed with the Plan Administrator, shall be deemed so filed if
         addressed and either delivered in person or mailed to and received by
         the Plan Administrator, or his delegee, in care of the Company at:

                           Human Resources Department
                           Newport News Shipbuilding
                             4101 Washington Avenue
                          Newport News, Virginia 23607


                                       7
<PAGE>

10.05    No Alienation. Benefits under this Plan may not be assigned, sold,
         transferred, or encumbered, and any attempt to do so shall be void. A
         Participant's or Beneficiary's interest in benefits under the Plan
         shall not be subject to debts or liabilities of any kind and shall not
         be subject to attachment, garnishment, or other legal process.

10.06    Designation of a Beneficiary. Each Participant shall inform the Plan
         Administrator or his delegee, in writing, the Beneficiary(ies) who
         shall receive any benefits which might be payable after his death. Such
         designation may be made at any time satisfactory to the Plan
         Administrator or his delegee.

         A designation of a Beneficiary may be changed or revoked without the
         consent of the Beneficiary at any time or from time to time in such
         manner as may be provided by the Plan Administrator, and the Plan
         Administrator shall have no duty to notify any person designated as a
         Beneficiary of any change in any such designation which might affect
         such person's present or future rights hereunder. If the designated
         Beneficiary does not survive the Participant, all amounts which would
         have been paid to such deceased Beneficiary shall be paid to the
         Participant's estate. Any payment under this Plan which may be made to
         a Beneficiary after the death of a Participant shall be made only to
         the person(s) or trust(s) designated pursuant to this section by the
         Participant.

10.07    Controlling State Law.  The laws of the Commonwealth of Virginia shall
         be controlling in all matters relating to this Plan.

10.08    Severability. In case any provision of this Plan shall be held illegal
         or invalid for any reason, such illegality or invalidity shall not
         affect the remaining provisions of the Plan, and the Plan shall be
         construed and enforced as if such illegal and invalid provisions had
         never been set forth.

IN WITNESS WHEREOF, Newport News Shipbuilding Inc. has adopted the foregoing
instrument effective as of January 1, 1997.

                                        NEWPORT NEWS SHIPBUILDING INC.

                                        By:  _______________________________

ATTEST:
_____________________________

                                       8