EXHIBIT 10.34

                                      FIRST AMENDMENT TO
                                NEWPORT NEWS SHIPBUILDING INC.
                             RETIREMENT BENEFIT RESTORATION PLAN


The Newport News Shipbuilding Inc. Retirement Benefit Restoration Plan is hereby
amended as follows, effective January 1, 1999 by deleting Section 2.1 in its
entirety and inserting the following in its place:

      2.1  "Accrued Benefit" as of a specified date with respect to a
           Participant means a monthly benefit equal to (a) minus (b) minus (c)
           below (but less than zero) where

           (a) means the monthly vested benefit that would have been payable to
           the Participant under the Qualified Plan modified as follows:

           (1)   Years of Participation under the Qualified Plan shall be
                 treated as also including "years of participation" used to
                 calculate the Participant's benefit under the Tenneco Inc.
                 Retirement Plan.

           (2)   Compensation under the Qualified Plan shall be treated as also
                 including amounts deferred under the Newport News Shipbuilding
                 Inc. Deferred Compensation Plan.

           (3)    Solely for employees in positions designated as ECP Level
                  5 or above, the following shall be substituted for the
                  definitions of Covered Compensation and Final Average
                  Compensation under the Qualified Plan. Compensation for such
                  purposes shall mean the sum of (i) the average of the
                  Participant's regular base compensation for the five most
                  recent years, expressed as an annual amount, and (ii) the
                  average of the Participant's actual short-term incentive
                  compensation earned for the five most recent full calendar
                  years, expressed as an annual award amount. Short-term
                  incentive compensation shall be included as Covered
                  Compensation with respect to the calendar year in which it was
                  earned by the Participant, without regard to the calendar year
                  in which it was paid to the Participant. Short-term incentive
                  compensation shall mean only annual bonuses paid or eligible
                  to be paid to the Participant in cash based on Company and
                  individual employee performance criteria, and shall not
                  include signing bonuses, relocation allowances, long-term
                  incentive awards, stock options, performance share grants,
                  expense allowances or reimbursements, or any other
                  compensation. In the event a Participant has been employed by
                  an Employer for less than five years during the most recent
                  five years, the average of his regular base compensation and
                  short-term incentive compensation for the years the
                  Participant was employed by an Employer during the five most
                  recent years will be used for purposes of calculating
                  Compensation under this Section.

           (4)   The vested benefit payable under the Qualified Plan shall be
                 calculated without applying Sections 415(b)(1)(A), 415(e), and
                 401(a)(17) of the Code, as adjusted by the Secretary of the
                 Treasury for any plan year, or the successor of such Sections.

           The benefit described in this subsection (a) shall be expressed as a
           Life Annuity commencing at the Participant's Normal Retirement Date.

      (b)  means the sum of: (i) the monthly vested benefit payable to the
           Participant under the Qualified Plan (including any annuity purchased
           for him under the provisions of the Qualified Plan); plus (ii) the
           monthly vested benefit that would be payable to the Participant under
           the Tenneco Inc. Retirement Plan if the Participant commenced
           receiving his benefit on the Participant's Normal Retirement Date.

           The benefit described in subsection (b)(i) shall be expressed as a
           Life Annuity commencing on the Participant's Normal Retirement Date.
           The benefit described in subsection (b)(ii) shall be the benefit that
           would actually be payable under the Tenneco Inc. Retirement Plan if
           the Participant commenced such benefits on his Normal Retirement Date
           in the form of a Life Annuity using the appropriate interest rates
           and mortality tables specified in the plan.

      (c)  means the monthly vested Tenneco Restoration Benefit. The
           "Tenneco Restoration Benefit" shall mean the monthly benefit payable
           under the Tenneco Inc. Supplemental Executive Retirement Plan
           determined as of December 31, 1996, but not more than (i) the
           monthly vested benefit payable to the Participant under the Tenneco
           Inc. Retirement Plan calculated without applying Sections
           415(b)(1)(A), 415(e), and 401(a)(17) of the Code less (ii) the
           monthly vested benefit payable to the Participant under the Tenneco
           Inc. Retirement Plan. The amounts under subsection (c)(i) and
           (c)(ii) shall likewise be determined as of December 31, 1996.

           The benefit described in subsection (c)(i) shall be expressed as an
           actuarially equivalent Life Annuity commencing on the Participant's
           Normal Retirement Date. The benefit described in subsection (c)(ii)
           shall be the benefit that would actually be payable under the Tenneco
           Inc. Retirement Plan if the Participant commenced such benefits on
           his Normal Retirement Date in the form of an actuarially equivalent
           Life Annuity. In both instances, actuarial equivalence shall be
           determined using the appropriate interest rates and mortality tables
           specified in the appropriate plan.


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IN WITNESS WHEREOF, Newport News Shipbuilding Inc. has caused this instrument
to be executed this _____ day of March , 1999 .


                                                  Newport News Shipbuilding Inc.




ATTEST:  (SEAL)                              By:  ______________________________