Exhibit 10.11


                                February 4, 1999

Mr. William P. Fricks
2327 West Island Road
Williamsburg, Virginia 23185

Dear Bill:

      As Chairman of the Compensation and Benefits Committee ("Compensation
Committee") of the Board of Directors of Newport News Shipbuilding Inc. ("NNS"
or "Company"), I am pleased to set forth this Amended Employment Agreement
("Agreement"). This Agreement supersedes your current employment agreement,
dated January 6, 1997, and reflects the changes approved by the Compensation
Committee at its December 15, 1998 meeting.

1.    You will continue to be employed as Chairman and Chief Executive Officer
      ("CEO") of the Company. Your employment under this Agreement will be for a
      period of three years which commenced on December 12, 1996. Thereafter,
      the Agreement will be extended automatically in one-year increments unless
      notice of termination is given by the Board of Directors at least 90
      calendar days prior to the expiration of either the initial three-year
      period or any subsequent one-year renewal period.

2.    Effective January 1, 1999, you will be paid a base salary of not less than
      $560,000 per year, which shall be subject to such adjustments as may, from
      time to time, be approved by the Compensation Committee, and payable
      according to the regular pay schedule for executives at the Company.

3.    You will continue to be a participant in the Company's Annual Incentive
      Plan and long-term incentive plan. You will be eligible for annual
      incentive award consideration and stock-based incentives in accordance
      with the terms of those plans and at the discretion of the Compensation
      Committee.

4.    You will receive non-cash compensation and be eligible to participate in
      employee benefit programs comparable to those provided to Company senior
      executives under Company policy, including, but not limited to, the
      Company medical, pension, 401(k), long-term disability, and life insurance
      plans.

5.    You will receive reimbursement for personal financial, tax, and/or estate
      planning expenditures of up to $15,000 per year.

6.    On your separation from service with the Company, you will receive career
      transition assistance of up to $75,000.

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7. You will have four weeks vacation per year.

8.    Your pension benefits will be equal to whatever benefits you accrue as a
      participant in the Company's qualified defined benefit pension plan for
      salaried employees, subject to any applicable legal limits, and in the
      Company's non-qualified retirement benefit restoration plan, but with the
      following adjustment:

      a. Effective January 1, 1999, your supplemental executive retirement plan
         (SERP) will provide that (1) seven years will be added to your actual
         service and participation credit for all purposes; (2) three years will
         be added to your age; and (3) your final average compensation for
         pension purposes will be deemed to be equal to the total of (a) the
         final three-year average of your base salary during your tenure as
         Chairman and CEO of the Company (or average base salary for years
         worked as Chairman and CEO, in the event your tenure is less than three
         years) plus (b) the final three-year average of either the actual
         bonuses you receive or the targeted bonuses for the CEO position for
         this period, whichever is greater. Further, the retirement benefit
         payable to you under the SERP will be based on 60% of final average
         compensation, as defined in this Section, and will be payable to you in
         a lump sum (based on the same factors used to calculate lump sums under
         the Newport News Shipbuilding Inc. Retirement Plan) or as an annuity,
         at your option.

      b. Effective January 1, 2000, five years, instead of seven, will be added
         to your actual service and participation credit for all purposes;

      c. Effective January 1, 2000, five years, rather than three, will be added
         to your age.

      Your rights under this Section 8 will survive termination of this
      Agreement. If your employment is terminated prior to January 1, 2000,
      other than for death, disability, or cause, or you are constructively
      terminated, or if your employment is not continued after the end of the
      initial three-year term of this Agreement, the provisions set forth in
      subparagraphs b and c of this Section 8 will automatically vest and take
      effect immediately upon the effective date of your employment termination.

9.    If your  employment is  terminated  other than for death,  disability,  or
      cause, or you are constructively  terminated, or if your employment is not
      continued  after the end of the initial  three-year term of this Agreement
      or any subsequent  one-year  renewal period,  you will be paid a severance
      benefit equal to three times your total cash compensation in effect on the
      date your employment terminates. Your total cash compensation will consist
      of (a) your base  salary in  effect  on the date of  termination  plus (b)
      either your target bonus under the Annual  Incentive Plan for the calendar
      year in which  termination  occurs  or your  most  recent  awarded  bonus,
      whichever is greater.  This  severance  benefit will be paid in a lump sum
      within 30 days of the effective date of your employment termination.

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      In addition, and subject to Board approval, all outstanding restricted
      stock, stock options, and performance shares will vest and/or become
      exercisable in the event your employment terminates under the provisions
      of this Section 9. Any vested stock options you hold will remain
      exercisable for a period of not less than 90 days from your employment
      termination date.

      For purposes of this Section, "constructively terminated" shall be defined
      identically to the term Constructive Termination, as set forth in the
      Change in Control Severance Benefit Plan for Newport News Shipbuilding
      Inc. Executives, as amended ("Change in Control Plan" or "Plan"), except
      that, for purposes of this Agreement, such termination need not occur
      after a Change in Control under the Plan.

      If your employment is terminated after a Change in Control within the
      meaning of the Change in Control Plan, your total cash severance benefit
      shall not exceed the greater of (a) the total cash compensation provided
      to you under this Section or (b) the total cash compensation provided to
      you under the Change in Control Plan.

10.   If you resign voluntarily from the Company, you will not be entitled to
      the severance benefits or the accelerated vesting of stock awards, as set
      forth in Section 9 of this Agreement.

11.   As a condition of receiving the payments, benefits and rights set forth in
      Section 9 of this Agreement, you will be required to execute a general
      waiver and release of any claims you might have against the Company
      arising from, or during the course of, your employment with the Company.

12.   The rights and obligations of the Company hereunder shall inure to the
      benefit of and be binding upon the successors and assigns of the Company.
      The term "successors" shall mean any person, firm, corporation, or
      business entity which at any time, whether by merger, purchase, or
      otherwise, acquires, directly or indirectly, all of, or a controlling
      interest in, the capital stock or other ownership interests, assets, or
      business of NNS.

13.   Nothing in this Agreement shall be construed as limiting, constraining, or
      otherwise adversely affecting your right to any other benefits available
      to you under any Company employee benefit plan or program, including any
      employee benefit plan or program the Company makes available to its
      retired salaried employees and/or executives.

14.   The validity,  interpretation,  and performance of this Agreement shall be
      controlled  by,  and  construed  under,  the laws of the  Commonwealth  of
      Virginia.  Venue  shall be in the  applicable  federal  or state  court in
      Newport News,  Virginia.  In the event any provision of this  Agreement is
      adjudged,  for any reason, to be invalid or  unenforceable,  the remaining
      provisions  shall remain in full force and effect.  Further,  in the event
      you initiate legal action to enforce any provision of this Agreement,  the
      Company will pay any attorney fees and costs you incur in connection  with
      such legal action.

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15.   At your separation from service with the Company, you will be deemed to
      have attained the minimum age and years of service then required to
      qualify immediately for all employee benefits as a salaried retiree of the
      Company.


                                    Sincerely,



                                    Joseph J. Sisco
                                    Chairman
                                    Compensation and Benefits Committee



ACKNOWLEDGED AND ACCEPTED:



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William P. Fricks