Exhibit 10.14











                        1997 Stock Plan for Directors of

                         Newport News Shipbuilding Inc.


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                        1997 Stock Plan for Directors of

                         Newport News Shipbuilding Inc.

I.       Purpose.

The purposes of the Plan are to promote the interests of Newport News
Shipbuilding Inc. (the Company) and its stockholders by (i) attracting and
retaining directors of outstanding ability; (ii) aligning the interests of
directors with the interests of the Company's stockholders; and (iii) enabling
such directors to participate in the long-term growth and financial success of
the Company.

II.      Administration.

The Plan shall be administered by the Compensation and Benefits Committee which
shall consist of not less than two members of the Board of Directors. The
members of the Committee shall be appointed by the Board of Directors and shall
be "nonemployee directors" within the meaning of Rule 16b-3 of the Exchange Act
as in effect on August 15, 1996 and as may be amended from time to time. The
Committee shall have sole and complete authority to adopt, alter and repeal such
administrative guidelines and practices governing the operation of the Plan as
it shall from time to time deem advisable, and to interpret the terms and
provisions of the Plan. The Committee's decisions are binding upon all parties.
No member of the Committee shall be liable for any action or determination made
in good faith with respect to the Plan.

III.     Definitions.

(a)      "Award" means a Stock Option or Restricted Stock grant under the Plan.

(b)      "Board of Directors" means the Board of Directors of the Company.

(c)      "Committee" means the Committee appointed pursuant to Section II of the
Plan.

(d)      "Common Stock" means the $.01 par value common stock of the Company.

(e)      "Company" means Newport News Shipbuilding Inc.

(f)      "Disability" has the same meaning as such term under the long-term
         disability plan maintained by the Company for its management employees.

(g)      "Effective Date" means the date specified in Section IX(a) of the Plan.

(h)      "Eligible Director" means a member of the Board of Directors who
         satisfied the requirements of Section V of the Plan.

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(i)      "Exchange Act" means the Securities Exchange Act of 1934 as in effect
         on August 15, 1996 and as may be amended from time to time.

(j)      "Fair Market Value" means the closing price of the Common Stock on the
         applicable Grant Date, as published by the national securities exchange
         on which the Common Stock is traded. If such price is not published for
         the Grant Date, such value shall mean the closing price on the trading
         date occurring nearest to and before the Grant Date.

(k)      "Grant Date" means the date an Award is granted.

(l)      "Plan" means the 1997 Stock Plan for Directors of Newport News
         Shipbuilding Inc.

(m)      "Restricted Stock" means shares of Common Stock granted pursuant to
         Section XII of the Plan.

(n)      "Stock Option" means an option granted pursuant to Section XI of the
         Plan.

IV.      Stock.

(a)      As of the Effective Date, there shall be reserved for issuance pursuant
         to the Plan a total of 75,000 shares of Common Stock. In the event that
         a Stock Option expires, is canceled, or is terminated unexercised as to
         any shares covered thereby, or shares of Restricted Stock are forfeited
         for any reason under the Plan, such shares shall thereafter be
         available for issuance pursuant to the Plan and shall be considered as
         part of the 75,000 shares of Common Stock authorized for issuance
         pursuant to the Plan.

(b)      In the event of any change in the outstanding shares of Common Stock by
         reason of any stock dividend or split, recapitalization, merger,
         consolidation, spin-off, combination or exchange of shares or other
         corporate change, or any distributions to holders of Common Stock other
         than normal cash dividends, the Committee shall make such substitution
         or adjustment, if any, as it deems to be equitable, as to the number of
         shares of Common Stock or other securities issued or reserved for
         issuance pursuant to the Plan, the number of outstanding Stock Options
         and the option price thereof and the number of outstanding shares of
         Restricted Stock.  Also, in instances where another corporation or
         other business entity is being acquired by the Company, and the Company
         has assumed outstanding employee option grants and/or the obligation to
         make future or potential grants under a prior existing plan of the
         acquired entity, similar adjustments are permitted at the discretion of
         the Committee.

V.       Eligibility.


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The only persons eligible to receive awards under the Plan shall be those
members of the Company's Board of Directors who are not employees of the
Company.

VI.      Tax Withholding.

In the case of payments of Awards in the form of Common Stock, at the
Committee's discretion, the Eligible Director may be required to pay to the
Company the amount of any taxes required to be withheld with respect to such
Common Stock, or, in lieu thereof, the Company shall have the right to retain
the number of shares of Common Stock whose Fair Market Value equals the amount
required to be withheld.

VII.     Construction of the Plan.

The validity, construction, interpretation, administration and effect of the
Plan and of its rules and regulations, and rights relating to the Plan, shall be
determined in accordance with the laws of the Commonwealth of Virginia. It is
intended that the Plan comply with Rule 16b-3 under the Exchange Act as in
effect on August 15, 1996 and as may be amended from time to time and, so far as
possible the Plan shall be construed, interpreted, and administered in a manner
consistent with this intent.

VIII.    Amendment.

(a)      The Board of Directors may amend, suspend or terminate the Plan or any
         portion thereof at any time, provided that no amendment, suspension or
         termination shall alter or impair any right theretofore awarded or
         granted to any Eligible Director, without the consent of such Eligible
         Director.

(b)      With the consent of the Eligible Director affected thereby, the
         Committee may amend, cancel, or modify any outstanding Award in any
         manner not inconsistent with the terms of the Plan, including without
         limitation, to change the date or dates as of which (i) a Stock Option
         becomes exercisable or is forfeited if not exercised, or (ii) the
         restrictions on shares of Restricted Stock are removed.

(c)      Notwithstanding subsections (a) and (b) above, awards of Stock Options
         and Restricted Stock under this Plan are intended to be eligible for
         the exemption from Section 16(b) of the Exchange Act provided for
         grants, awards and other acquisitions from the issuer that have been
         approved or ratified by the issuer's shareholders. Any amendment to
         this Plan that would change any provision required to be approved or
         ratified by the Company's shareholders to be eligible for such
         exemption must likewise be approved by the Company's shareholders in
         accordance with Section IX(b).

IX.      Effective Date.

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(a)      The Plan shall be effective December 11, 1996 if approved by
         shareholders at a meeting of the shareholders of the Company before
         such date. No Award may be granted after termination of the Plan, but
         all Awards granted prior to termination may be exercised in accordance
         with their terms.

(b)      Subsequent amendments to the Plan shall be effective as provided in
         such amendments. If shareholder approval is required by Section
         VIII(c), the effective date of such amendment shall not precede
         approval by shareholders at a meeting of shareholders of the Company.

X.       General Provisions.

(a)      Transfer and Registration. The obligation of the Company to issue,
         transfer or deliver common Stock under the Plan shall be subject to (i)
         the effectiveness of a registration statement under the Securities Act
         of 1933, as amended, with respect to such issue, transfer or delivery,
         if deemed necessary or appropriate by counsel for the Company, (ii) the
         condition that the shares of Common Stock reserved for issuance, if
         any, shall have been listed (or authorized for listing upon official
         notice of issuance) upon each stock exchange on which outstanding
         shares of the same class may then be listed and (iii) all other
         applicable laws, regulations, rules and orders which shall then be in
         effect.

(b)      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, estate and legal representatives.

(c)      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.

XI.      Stock Options.

(a)      Authorized Options.  An eligible director shall be granted the
         following options under the Plan, subject to the conditions set forth
         below.

         (1)      Upon initial election to the Board of Directors of the
                  Company, options to purchase 2,000 shares of Common Stock.

         (2)      Upon each anniversary of such election thereafter, options to
                  purchase 1,000 shares of Common Stock.

(b)      Option Price. The option price shall be one hundred percent (100%) of
         the Fair Market Value of the Common Stock on the Grant Date. The option
         price shall be subject to adjustment in accordance with the provisions
         of Section IV(b) hereof.

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(c)      Expiration Date.  Stock Options granted under this Plan shall expire on
         the date that is ten years from the Grant Date.

(d)      Exercise of Option. Subject to other terms of this Plan regarding
         exercisability of Stock Options, Stock Options granted on any Grant
         Date shall become vested and may be exercised in accordance with the
         following schedule.

         Years From Grant Date                       Percentage Exercisable
         ---------------------                       ----------------------

                   1                                          33.33%
                   2                                          66.67%
                   3                                         100.00%

(e)      Payment of Purchase Price.  The option price of each share as to which
         a Stock Option is exercised shall be paid in full at the time of such
         exercise.  Such payment shall be made in cash, by tender of shares of
         Common Stock owned by the Eligible Director valued at Fair Market Value
         as of the date of exercise or by a combination of cash and shares of
         Common Stock, at the Committee's discretion.  The Committee in its sole
         discretion may also provide that the purchase price may be paid by
         delivering a properly executed exercise notice in a form approved by
         the Committee together with irrevocable instructions to a broker to
         promptly deliver to the Company (or its designated agent) the amount of
         applicable sale or loan proceeds to pay the purchase price.  Any
         proceeds from the exercise of Stock Options will be used for general
         corporate purposes.

(f)      Exercise Upon Death, Disability, Retirement or Termination of Service.

         (1)      In the event of the death of the Eligible Director while a
                  director of the Company, Stock Options shall become vested and
                  may be exercised, to the extent the Eligible Director was
                  entitled to do so (had they been vested) on the date of his
                  death, by the person or persons to whom the Eligible
                  Director's rights under this Stock Option pass by will or
                  applicable law, or if no such person has such right, by his
                  executors or administrators, at any time, or from time to
                  time, but not later than the expiration date specified in
                  subsection (c) of this Section XI or three years after the
                  Eligible Director's death, whichever date is earlier.

         (2)      In the event the Eligible Director ceases to be a director of
                  the Company because of Disability or after reaching age 65,
                  Stock Options shall become vested and may be exercised on the
                  date he ceases to be a director, at any time, or from time to
                  time, but not later than the expiration date specified in
                  subsection (c) of this Section XI or three years after the
                  Eligible Director ceases to be a director, whichever date is
                  earlier.

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         (3)      If the Eligible Director ceases to be a director for any
                  reason other than death, disability, or retirement at or after
                  age 65, as aforesaid, all right to exercise this Stock Option
                  shall terminate at the expiration date specified in subsection
                  (c) of this Section XI or three years after he ceases to be a
                  director, whichever is earlier. Stock Options shall be
                  forfeited if the Participant ceases to be a director before
                  the date on which such shares become vested pursuant to this
                  Section or Section XI(d).

(g)      Nontransferability.  No right or interest of any Eligible Director in
         any Stock Option shall be subject to any lien, obligation or liability
         of the Eligible Director.  No Stock Option shall be assignable or
         transferable except by will, the laws of descent and distribution or
         the designation of a beneficiary by the Eligible director and a Stock
         Option shall be exercisable during the Eligible Director's life only by
         such Eligible Director or the guardian or legal representative of such
         Eligible Director.  Provided however, in the Committee's discretion, a
         Stock Option agreement may permit the optionee to transfer Stock
         Options to (i) any member of the optionee's immediate family which
         shall include the optionee's spouse and children or (ii) an entity
         contributions to which are deductable pursuant to Code section 170.

         After the Eligible Director's death, a Stock Option shall be
         exercisable by the beneficiary designated by the Eligible Director, the
         executor or executrix of the Eligible Director's estate or the person
         or persons to whom rights under the Stock Option shall pass by will or
         the laws of descent and distribution in accordance with the provisions
         of the Stock Option and Plan.

XII.     Restricted Stock Grants.

(a)      Authorized Restricted Stock Grants.  An Eligible Director shall be
         granted Restricted Stock under the Plan, subject to the conditions set
         forth below.

         (1)      Fifty percent (50%) of the annual retainer paid to an Eligible
                  Director shall be paid in shares of Restricted Stock within
                  thirty (30) days after the annual meeting of the Board of
                  Directors, subject to the conditions set forth below. The
                  remaining annual retainer shall be paid at such time(s) and in
                  accordance with such procedures established by the Board of
                  Directors. The number of shares of Restricted Stock so issued
                  shall be equal to fifty percent (50%) of the Eligible
                  Director's annual retainer divided by the Fair Market Value of
                  a share of Common Stock on such date, with any fractional
                  shares paid in cash.

         (2)      Each Eligible Director shall receive a one-time grant of 1,000
                  shares of restricted Common Stock. Stock grants to newly
                  elected directors will be awarded each year on the date of the
                  annual meeting.

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(b)      Vesting.

         (1)      Restricted Stock granted under Section XII(a)(1) on any Grant
                  Date shall become vested in accordance with the following
                  schedule.

         Years From Grant Date                                Percentage Vested
         ---------------------                                -----------------
                 1                                                 33.33%
                 2                                                 66.67%
                 3                                                100.00%

         (2)      Restricted Stock granted under Section XII(a)(2) on any Grant
                  Date shall become vested on the date that is five (5) years
                  after the Grant Date.

         (3)      Restricted Stock granted under XII(a)(1) or (2) shall be
                  forfeited if the Participant ceases to be a member of the
                  Board of Directors of the Company before the date on which
                  such shares become vested pursuant to this Section.

(c)      Restrictions. Shares of Restricted Stock may not be sold, assigned,
         transferred, pledged or otherwise encumbered, except as herein
         provided, prior to becoming vested. The Eligible Director shall receive
         his or her Restricted Stock in certificates issued in respect of shares
         of Restricted Stock which shall be registered in the name of the
         Eligible Director and deposited by him or her together with a stock
         power endorsed in blank with the Company. After a share of Restricted
         Stock becomes vested, all restrictions shall lapse and the Eligible
         Director or his or her legal representative shall have full and
         complete discretion with respect to such shares.

(d)      Rights of Holder. Except as otherwise provided in this Section XII, the
         Eligible Director shall have all the rights of a holder of Common
         Stock, including but not limited to the rights to receive dividends and
         to vote, regardless of whether shares of Restricted Stock are vested.

(e)      Death or Disability. In the event an Eligible Director's death, or
         Disability prior to becoming vested, all restrictions shall lapse and
         the Eligible Director or his or her legal representative shall have
         full and complete discretion with respect to such shares.

IN WITNESS WHEREOF, this Plan is hereby executed this ___ day of ______________,
1996.

                                       NEWPORT NEWS SHIPBUILDING INC.


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                                       By: ___________________________________

ATTEST:
__________________________________

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                          FIRST AMENDMENT TO{PRIVATE}
                        1997 STOCK PLAN FOR DIRECTORS OF
                         NEWPORT NEWS SHIPBUILDING INC.

The 1997 Stock Plan for Directors of Newport News Shipbuilding Inc. is hereby
amended as follows, effective as of December 11, 1996:

1.       Section XI(f) is amended to read as follows:

         (f)      Exercise Upon Death, Disability, Retirement or Termination of
                  Service.

                  (1)      In the event of the death of the Eligible Director
                           while a director of the Company, Stock Options shall
                           become vested and may be exercised, to the extent the
                           Eligible Director was entitled to do so (had they
                           been vested) on the date of his death, by the person
                           or persons to whom the Eligible Director's rights
                           under this Stock Option pass by will or applicable
                           law, or if no such person has such right, by his
                           executors or administrators, at any time, or from
                           time to time, but not later than the expiration date
                           specified in subsection (c) of this Section XI or
                           five years after the Eligible Director's death,
                           whichever date is earlier.

                  (2)      In the event the Eligible Director ceases to be a
                           director of the Company because of Disability, Stock
                           Options shall become vested and may be exercised on
                           the date he ceases to be a director, at any time, or
                           from time to time, but not later than the expiration
                           date specified in subsection (c) of this Section XI
                           or five years after the Eligible Director ceases to
                           be a director, whichever date is earlier.

                  (3)      In the event the Eligible Director ceases to be a
                           director of the Company due to retirement on or after
                           reaching age 65, Stock Options shall become vested
                           and may be exercised, to the extent the Eligible
                           Director was entitled to do so (had they been vested)
                           on the date he ceases to be a director, at any time,
                           or from time to time, but not later than the
                           expiration date specified in subsection (c) of this
                           Section XI or five years after the Eligible Director
                           ceases to be a director, whichever date is earlier.

                  (4)      If the Eligible Director ceases to be a director for
                           any reason other than death, disability, or
                           retirement on or after age 65, as aforesaid, all
                           rights to exercise this Stock Option shall terminate
                           on the date he ceases to be a director unless
                           extended by the disinterested members of the
                           Committee, but in no event shall the exercise period
                           extend beyond the expiration date specified in
                           subsection (c) of this Section XI or five years after
                           the Director ceases to be a director. Stock Options
                           shall be forfeited if the Participant


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ceases to be a director before the date on which such shares become vested
pursuant to this Section or Section XI(d).

2.       Section XII(b)(2) is amended to read as follows:

         The Restricted Stock granted under Section XII(a)(2) on any Grant Date
         shall become vested, unless the disinterested members of the Committee
         shall determine otherwise, on the earliest of the Eligible Director's
         (i) death; (ii) total disability; or (iii) retirement from the Board,
         after reaching the mandatory retirement age provided by Article II of
         the By Laws of the Company.

3.       Section XII(e) is amended to read as follows:

         (e)      Death or Disability. In the event an Eligible Director's death
                  or Disability prior to becoming vested, all restrictions shall
                  lapse and the Eligible Director or his or her legal
                  representative shall have full and complete discretion with
                  respect to such shares.

IN WITNESS WHEREOF, this amendment is hereby executed this _____ day of
_________________, 19___.

                                         NEWPORT NEWS SHIPBUILDING INC.

ATTEST:  (SEAL)                          By: ________________________________