Exhibit 10.13





              NEWPORT NEWS SHIPBUILDING INC. STOCK OWNERSHIP PLAN

1.       Purpose

         The purpose of the Plan is to promote the long-term success of the
Company for the benefit of shareholders by encouraging its officers and key
employees to have meaningful investments in the Company so that, as stockholders
themselves, those individuals will be more likely to represent the views and
interest of other stockholders and by providing incentives to such officers and
key employees for continued service. The Company believes that the possibility
of participation under the Plan will provide this group of officers and
employees an incentive to perform more effectively and will assist the Company
in attracting and retaining people of outstanding training, experience and
ability.

2.       Definitions

         "Authorized Plan Shares" has the meaning set forth in Section 6(a).

         "Award" means an award or grant made to a Participant under Section 8.

         "Award Agreement" means the agreement provided in connection with an
Award under Section 12.

         "Award Date" means the date that an Award is made, as specified in an
Award Agreement.

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

         "Code"  means the Internal Revenue Code of 1986, as amended, or any
successor legislation.

         "Company" means Newport News Shipbuilding Inc.

         "Committee" means the Compensation and Benefits Committee of the Board
of Directors, or any successor committee thereto.

         "Common Stock" means the Company's common stock, $.01 par value per
share.

         "Covered Employees" shall have the meaning specified in Section
162(m)(3) of the Code.

         "Dividend Equivalent" means an amount equal to the amount of the cash
dividends that are declared and become payable after the Award Date for the
Award to which it relates and on or before the Settlement Date for such Award.


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         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

         "Fair Market Value" on any date means the average of the highest and
the lowest sales prices of a share of Common Stock on the Composite Tape for
such date, as reported by the National Quotation Bureau Incorporated, provided
that if (i) no sales of Common Stock are included on the Composite Tape for such
date, or (ii) in the opinion of the Committee, the sales of Common Stock on such
date are insufficient to constitute a representative market, then the Fair
Market Value of a share of Common Stock on such date shall be deemed to be the
average of the highest and lowest prices of a share of Common Stock as reported
on said Composite Tape for the next preceding day on which (x) sales of Common
Stock are included and (y) the circumstances described in this clause (ii) do
not exist.

         "ISO" means any Stock Option designated in an Award Agreement as an
"Incentive Stock Option" within the meaning of Section 422 of the Code.

         "Non-Qualified Stock Option" means any Stock Option that is not an ISO.

         "Option Price" means the purchase price of one share of Common Stock
under a Stock Option.

         "Participant" means an employee or officer of Newport News who has been
selected by the Committee to receive an Award under the Plan.

         "Performance Unit" means an Award denominated in cash, the amount of
which may be based on performance of the Participant or of Newport News or of
any subsidiary or division thereof.

         "Plan"  means this Newport News Shipbuilding Inc. Stock Ownership Plan,
         as amended from time to time.

         "Reload Stock Option" means a Stock Option (i) that is awarded, either
automatically in accordance with the terms of an Award Agreement in which one or
more other Awards are made or by separate Award, upon the exercise of a stock
option granted under this Plan or otherwise where the option price is paid by
the option holder by delivery of shares of Common Stock on the Settlement Date
for such exercise and (ii) that entitles such holder to purchase the number of
shares so delivered for an Option Price equal to the Fair Market Value of a
share of Common Stock on such Settlement Date.

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         "Restricted Stock" means shares of Common Stock subject to restrictions
and conditions pursuant to Section 8(c).

         "Rule 16b-3" means Regulation ' 240.16b-3 of the rules and regulations
of the Securities and Exchange Commission promulgated under the Exchange Act.

         "Settlement Date" means, (i) with respect to any Stock Option that has
been exercised in whole or in part, the date or dates upon which shares of
Common Stock are to be delivered to the Participant and the Option Price
therefor paid, (ii) with respect to any SARs that have been exercised, the date
or dates upon which a cash payment is to be made to the Participant, or in the
case of SARs that are to be settled in shares of Common Stock, the date or dates
upon which such shares are to be delivered to the Participant, (iii) with
respect to Performance Units, the date or dates upon which cash or shares of
Common Stock are to be delivered to the Participant, (iv) with respect to
Dividend Equivalents, the date upon which payment thereof is to be made, and (v)
with respect to Stock Equivalent Units, the date upon which payment thereof is
to be made, in each case, determined in accordance with the terms of the Award
Agreement under which any such Award was made.

         "Stock Appreciation Right" or "SAR" means an Award that entitles the
Participant to receive on the Settlement Date an amount equal to the excess of

                  (i)      the Fair Market Value of a share of Common Stock on
the date of exercise of the SAR over

                  (ii) the Fair Market Value of one share of Common Stock on the
Award Date or any other higher amount specified in the Award Agreement.

         "Stock Equivalent Unit" means an Award that entitles the Participant to
receive on the Settlement Date an amount equal to the Fair Market Value of one
share of Common Stock on such date.

         "Stock Option" or "Option" means any right to purchase shares of Common
Stock (including a Reload Stock Option) awarded pursuant to Section 8(a).

         "Newport News" means the Company, any stock corporation of which a
majority of the capital stock generally entitled to vote for directors is owned
directly or indirectly by the Company, and any other company designated as such
by the Committee, but only during the period of such ownership or designation.

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3.       Term

         The Plan shall be effective as of October 8, 1996, and shall remain in
effect though December 31, 2001. After termination of the Plan, no further
Awards may be granted other than Reload Stock Options granted in accordance with
Award Agreement existing as of December 31, 2001, but outstanding Awards shall
remain effective in accordance with their terms and the terms of the Plan.

4.       Plan Administration

                  (a)      The Committee shall be responsible for administering
the Plan.

                           (i)      Composition of the Committee.  The Committee
shall be comprised of two or more members of the Board of Directors, all of whom
shall be "non-employee directors" as defined in Rule 16b-3 and "outside
directors" as that term is used in Section 162 of the Code and the regulations
promulgated thereunder.

                           (ii)     Powers.  The  Committee  shall have full and
exclusive  discretionary  power to interpret the Plan and to determine
eligibility for benefits and to adopt such rules, regulations and guidelines for
administering the Plan as the Committee may deem necessary or proper. Such power
shall include, but not be limited to, selecting Award recipients, establishing
all Award terms and conditions and, subject to Section 13, adopting
modifications and amendments to the Plan or any Award Agreement, including
without limitation, any that are necessary to comply with the laws of the
countries in which the Company or its affiliates operate.

                           (iii)    Delegation.  The  Committee  may  delegate
to one or more of its members or to one or more agents or advisors such
non-discretionary administrative duties as it may deem advisable, and the
Committee or any person to whom it has delegated duties as aforesaid may employ
or more persons to render advice with respect to any responsibility the
Committee or such person may have under the Plan.

                  (b) The Committee may employ attorneys, consultants,
accountants and other persons, and the Committee, the Company and its officers
and directors shall be entitled to rely upon the advice, opinions, or valuations
of any such persons. All actions take and all interpretations and determinations
made by the Committee in good faith shall be final and binding upon the
Participants, the Company and all other interested persons. No member of the
Committee shall be personally liable for any action, determination, or
interpretation made in good faith with respect to the Plan or Awards,

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and all members of the Committee shall be fully protected by the Company, to the
fullest extent permitted by applicable law, in respect of any such action,
determination or interpretation.

5.       Eligibility

         Awards will be limited to persons who are officers or key employees of
Newport News. In determining the persons to whom Awards shall be made, the
Committee shall, in its discretion, take into account the nature of the person's
duties, past and potential contributions to the success of Newport News and such
other factors as the Committee shall deem relevant in connection with
accomplishing the purposes of the Plan. A person who has received an Award or
Awards may receive an additional Award or Awards. For purposes of this Section
5, the terms "employee" and "officer" shall also include any former employee or
former officer of Newport News eligible to receive a replacement award as
contemplated in the third sentence of Section 8.

6.       Authorized Awards; Limitations

                  (a)   Except for adjustments pursuant to Section 7, the
maximum number of shares of Common Stock that shall be available for issuance
under the Plan (the "Authorized Plan Shares") shall be 4,000,000 (approximately
12% of the issued and outstanding shares of Common Stock on the effective date
of the Plan).

                  (b)   Except for adjustments pursuant to Section 7, in no
event (i) shall more than 1 million of the Authorized Plan Shares be available
for issuance pursuant to the exercise of ISOs awarded under the Plan; and (ii)
shall more than 800,000 of the Authorized Plan Shares be available for issuance
pursuant to Restricted Stock Awards.

                  (c)   If an Award expires unexercised or is forfeited,
surrendered, canceled, terminated or settled in cash in lieu of Common Stock,
the shares of Common Stock that were theretofore subject (or potentially
subject) to such Award may again be made subject to an Award Agreement.

                  (d)   Common Stock that may be issued under the Plan may be
either authorized and unissued shares, or issued shares that have been
reacquired by the Company and that are being held as treasury shares. No
fractional shares of Common Stock shall be issued under the Plan; provided,
however, that cash, in an amount equal to the Fair Market Value of a fractional
share of Common Stock as of the Settlement Date of the Award, shall be paid in
lieu of any fractional shares in the settlement of Awards payable in shares of
Common stock.

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                  (e)   In no event shall the number of shares of Common Stock
subject to Stock Options plus the number of shares underlying SARs awarded to
any one Participant during the period from October 8, 1996, through December 31,
2001, exceed 10% of the Authorized Plan Shares. In all events, determinations
under the preceding sentence shall be made in a manner that is consistent with
Code Section 162 and the regulations promulgated thereunder.

7.       Adjustments and Reorganizations

         The Committee may make such adjustments to Awards granted under the
Plan (including the terms, exercise price and otherwise) as it deems appropriate
in the event of changes that impact the Company, the Company's share price, or
share status, provided that any such actions are consistently and equitably
applied to all affected Participants; provided, that, notwithstanding any other
provision hereof, insofar as any Award is subject to performance goals
established to qualify payments thereunder as "performance-based compensation"
as described in Section 162(m) of the Code, the Committee shall have no power to
adjust such Awards other than (i) negative discretion and (ii) the power to
adjust Awards for corporate transactions, in either case to the extent
permissible under regulations interpreting Code Section 162(m).

         In the event of any merger, reorganization, consolidation,
recapitalization, separation, liquidation, stock dividend, extraordinary
dividend, spin-off, split-up, rights offering, share combination, or other
change in the corporate structure of the Company affecting the Common Stock, the
number and kind of shares that may be delivered under the Plan shall be subject
to such equitable adjustment as the Committee, in its sole discretion, may deem
appropriate in order to preserve the benefits or potential benefits to be made
available under the Plan, and the number and kind and price of shares subject to
outstanding Awards and any other terms of outstanding Awards shall be subject to
such equitable adjustment as the Committee, in its sole discretion, may deem
appropriate in order to prevent dilution or enlargement of outstanding Awards.

8.       Awards

                  The Committee shall determine the type and amount of any Award
to be made to any Participant; provided, however, that, except as provided in
paragraph (g), no Award granted pursuant to this Plan shall vest in less than
six months after the date the Award is granted. Awards may be granted singly, in
combination, or in tandem. Awards may also be made in combination or in tandem
with, in replacement of, as alternatives to, or as the payment form for, grants
or rights under any other employee benefit or compensation plan of Newport News,
including any such employee benefit or compensation plan of any acquired entity.

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         (a)      Stock Options.

                           (i)      Grants.  Stock  Options  (including  Reload
Stock  Options)  granted under this Plan may be either of the following:

                                    (1)     an ISO or

                                    (2)     a Non-Qualified Stock Option

                  The Committee may grant any Participant one or more ISOs,
Non-Qualified Stock Options, or both types of Stock Options, in each case with
or without SARs or Reload Stock Options or any other form of Award. Stock
Options granted pursuant to this Plan shall be subject to such additional terms,
conditions, or restrictions as may be provided in the Award Agreement relating
to such Stock Option.

                           (ii)     Option  Price.  The Option  Price of a Stock
Option shall be not less than 100% of the Fair Market Value of a share of Common
Stock on the Award Date; provided, however, that in the case of a Stock Option
granted retroactively in tandem with or as a substitution for another Award, the
Option Price shall be not less than 100% of the Fair Market Value of a share of
Common Stock on the date of such other Award; and provided further that in any
case ISOs shall have a price equal to 100% of the Fair Market Value of a share
of Common Stock on the Award Date.

                           (iii)    ISOs.  Anything in this Plan to the contrary
notwithstanding,  no term of this Plan relating to ISOs shall be interpreted,
amended or altered, nor shall any discretion or authority awarded under the Plan
be exercised, so as to disqualify this Plan under Section 422 of the Code, or,
without the consent of the Participants affected, to disqualify any ISO under
Section 422 of the Code.

         An ISO shall not be granted to an individual who, on the date of grant,
owns stock possessing more than 10% of the total combined voting power of all
classes of stock of the employing Company or of its parent or any subsidiary
corporation.

         The aggregate Fair Market Value, determined on the Award Date, of the
shares of Common Stock or other stock with respect to which one or more ISOs (or
other "incentive stock options," within the meaning of Subsection (b) of Section
422 of the Code, under all other stock option plans of the Participant's
employing Company and its parent and subsidiary corporation) that are
exercisable for the first time by the Participant during any particular calendar
year shall not exceed the $100,000 limitation imposed by Section 422(d) of the
Code.

                           (iv)     Manner of Payment of Option  Price.  The
Option Price shall be paid in full at the time of the exercise of the Stock
Option and may be paid in any of the following methods or combinations thereof:

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                  (A)   In United  States  dollars  in cash,  check,  bank
draft or money  order  payable to the order of the Company;

                  (B)   By the delivery of shares of Common Stock having an
aggregate Fair Market Value on the date of such exercise equal to the Option
Price;

                  (C)   Participants may simultaneously exercise Stock Options
and sell their shares of Common Stock acquired thereby and apply the proceeds to
the payment of the Option Price pursuant to the procedures established by the
Committee; and

                  (D)   In any other manner that the committee shall approve.

                  (E)   Any shares of Common Stock required or permitted to be
sold by an executive officers of the Company in connection with the payment of
the Option Price shall be transferred to the Company.

                  (v)   Reload Stock Options. The Committee may award Reload
Stock Options to any Participant either in combination with other Awards or in
separate Award Agreements that grant Reload Stock Options upon exercise of
outstanding stock options granted under this Plan or otherwise.

         (b)      Stock Appreciation Rights.

                  (i)   Grants. The Committee may award any Participant SARs,
which shall be subject to such additional terms, conditions, or restrictions as
may be provided in the Award Agreement relating to such SAR Award, including any
limits on aggregate appreciation. SARs may be settled in Common Stock or cash or
both.

                  (ii)  Award Price. The Award Price per share of Common Stock
of a SAR shall be fixed in the Award Agreement and shall be not less than 100%
of the Fair Market Value of a share of Common Stock on the date of the award;
provided, however, that in the case of a SAR awarded retroactively in tandem
with or as a substitution for another Award, the Award Price per share of a SAR
shall be not less than 100% of the Fair Market Value of a share of Common Stock
on the date of such other Award.

                  (iii) Distribution of SARs. SARs shall be exercisable in
accordance with the conditions and procedures set out in the Award Agreement
relating to such SAR Award.

         (c)      Restricted Stock. The Committee may award Restricted Stock to
any Participant. Awards of Restricted Stock shall be subject to such conditions
and restrictions as are established by the Committee and set forth in the Award
Agreement, which may include, but are not limited to, continued service with the
Company, achievement of specific business objectives, and other measurements of

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individual or business unit or Company performance.

         (d)      Stock Equivalent Units. The Committee may award Stock
Equivalent Units to any Participant. All or part of any Stock Equivalent Units
Award may be subject to conditions and restrictions established by the
Committee, and set forth in the Award Agreement, which may include some or all
of the following; continued service with the Company, achievement of specific
business objects, and other measurements of individual or business unit or
Company performance that may include but shall not be limited to, earnings per
share, net profits, total shareholder return, cash flow, return on shareholders'
equity, EVA, and cumulative return on net assets employed. Without limiting the
generality of the foregoing, it is intended that the Committee shall establish
performance goals applicable to Stock Equivalent Units granted to Participants
who, in the judgment of the Committee, may be Covered Employees in such manner
as shall permit it to qualify as "performance-based compensation" as described
in Section 162(m)(4)(C) of the Code. The maximum number of Stock Equivalent
Units that may be granted to any Participant in any one calendar year shall not
exceed 100,000.

         (e)      Dividend Equivalents. The Committee may provide in any Award
Agreement in which Stock Equivalent Units are awarded that such Stock Equivalent
Units may accrue Dividend Equivalents. In lieu of awarding Dividend Equivalents,
the Committee may provide for automatic awards of additional Stock Equivalent
Units on each date that cash dividends are paid on the Common Stock in an amount
equal to (i) the product of the dividend per share on the Common Stock times the
total number of Stock Equivalent Units then held by the Participant, divided by
(ii) the Fair Market Value of the Common Stock on the dividend payment date.

         (f)      Performance Units. Performance Units shall be based on
attainment over a specified period of individual performance targets or on other
parameters that may include but shall not be limited to, earnings per share, net
profits, total shareholder return, cash flow, return on shareholders' equity,
EVA, and cumulative return on net assets employed. Performance Units may be
settled in Common Stock or cash or both. Without limiting the generality of the
foregoing, it is intended that the Committee shall establish performance goals
applicable to Performance Units granted to Participants who, in the judgment of
the Committee, may be Covered Employees in such a manner as shall permit
payments with respect thereto to qualify as "performance-based compensation" as
described in Section 162(m)(4)(C) of the Code. The maximum amount of
compensation that may be paid to any one Participant with respect to any one
year shall be $2,000,000.

         (g)      The Committee may also, in its sole discretion, shorten or
terminate the restricted period or waive any other conditions for the lapse of
restrictions with respect to all or any portion of any Award. Notwithstanding
the foregoing, all restricted periods shall terminate and the Awards shall be
fully vested with respect to any Participant upon the Participant's Retirement,
death, or Total Disability, coincident with termination of employment with
Newport News. For purposes of this Section 8:

         "Retirement" means the Participant's termination of employment with
Newport News at a

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time when, under the Newport News Retirement Plan or under any other retirement
plan that is maintained by Newport News and that is determined by the Committee
to be the functional equivalent of the Newport News Retirement Plan, the
Participant is eligible to receive an immediately payable normal retirement
benefit, or, if approved by the Committee, the Participant is eligible to
receive an immediately payable early retirement benefit under such plan; and

         "Total Disability" means the permanent inability of the Participant,
which is a result of accident or sickness, to perform such Participant's
occupation or employment for which the Participant is suited by reason of the
Participant's previous training, education and experience and which results in
the termination of the Participant's employment with Newport News.

9.       Dividends

         The Committee may provide in the appropriate Award Agreement that
dividends on Restricted Stock may be paid currently in cash or credited to a
Participant's account for subsequent distribution as determined by the
Committee. The Award Agreement may provide for the reinvestment of dividends
paid on Restricted Stock in shares of Common Stock.

10.      Deferrals and Settlements

         Settlement of Awards may be in the form of cash, Common Stock, other
Awards, or in combinations therof as the Committee shall determine, and with
such other restrictions as it may impose. The Committee may also require or
permit Participants to defer the issuance or vesting of shares or the settlement
of Awards under such rules and procedures as it may establish under the Plan.
The Committee may also provide that deferred settlements include the payment of,
or crediting of interest on, the deferral amounts or the payment or crediting of
Dividend Equivalents on deferred settlements denominated in shares.

11.      Transferability and Beneficiaries

                  No Awards under the Plan shall be assignable, alienable,
saleable or otherwise transferable other than by will or the laws of descent and
distribution, or pursuant to a qualified domestic relations order (as defined by
the Code) or Title I of the Employee Retirement Income Security Act, or the
rules thereunder unless otherwise determined by the Committee.

12.      Award Agreements

                  Awards under the Plan shall be evidenced by Award Agreements
that set forth the details, conditions and limitations for each Award, which may
include the term of an Award (except that (i) except as provided in Section
8(g), no Award shall vest in less than six months after the date the Award is
granted and (ii) in no event shall the term of any ISO exceed a period of ten
years from the date of its grant), the provisions applicable in the event the
Participant's employment terminates, and the Company's authority to unilaterally
or bilaterally amend, modify,

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suspend, cancel or rescind any Award.

13.      Amendments; Compliance with Rule 16b-3

                  The Committee may suspend, terminate, or amend the Plan as it
deems necessary or appropriate to better achieve the purposes of the Plan,
except that, without the approval of the Company's shareholders, no such
amendment shall be made for which shareholder approval is necessary to comply
with any applicable tax or regulatory requirement, including for these purposes
any approval requirement which is a prerequisite for exemptive relief under
Section 16b of the Exchange Act.

14.      Tax Withholding

                  The Company shall have the right to (i) make deductions from
any settlement of an Award made under the Plan, including the delivery or
vesting of shares, or require shares or cash or both be withheld from any Award,
in each case in an amount sufficient to satisfy withholding of any federal,
state or local taxes required by law, or (ii) take such other action as may be
necessary or appropriate to satisfy any such withholding obligations. The
Committee may determine the manner in which such tax withholding may be
satisfied, and may permit shares of Common Stock (rounded up to the next whole
number) to be used to satisfy required tax withholding based on the Fair Market
Value of any such shares of Common Stock, as of the Settlement Date of the
applicable Award.

15.      Other Company Benefit and Compensation Programs

                  Unless otherwise specifically determined by the Committee,
settlements of Awards received by a Participant under the Plan shall not be
deemed a part of the Participant's regular, recurring compensation for purposes
of calculating payments or benefits from any Company benefit plan, severance
program or severance pay law of any country. Further, the Company may adopt
other compensation programs, plans or arrangements as it deems appropriate or
necessary.

16.      Unfunded Plan

                  Unless otherwise determined by the Committee, the Plan shall
be unfunded and shall not create (or be construed to create) a trust or a
separate fund or funds. The Plan shall not establish any fiduciary relationship
between the Company and any Participant or other person. To the extent any
person holds any rights by virtue of a grant awarded under the Plan, such right
(unless otherwise determined by the Committee) shall be no greater than the
right of an unsecured general creditor of the Company.

17.      Future Rights

                  No person shall have any claim or right to be granted an award
under the Plan, and

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no Participant shall have any right under the Plan to be retained in the
employment of the Company or its affiliates.

18.      Governing Law

                  The validity, construction and effect of the Plan, and any
actions taken or relating to the Plan, shall be determined in accordance with
the laws of the State of Delaware and applicable federal law.

19.      Successors and Assigns

                  The Plan shall be binding on all successors and assigns of a
Participant, including, without limitation, the estate of such Participant and
the executor, administrator or trustee of such estate, or any receiver or
trustee in bankruptcy or representative of the Participant's creditors.

20.      Rights as a Shareholder

                  Except as otherwise provided in any Award Agreement, a
Participant shall have no rights as a shareholder of the Company until he or she
becomes the holder of record of Common Stock.

21.

                  No Award or other transaction shall be permitted under this
Plan which would have the effect of imposing liability for a participant under
Section 16 of the Exchange Act. Irrespective of any other provision of this Plan
or Award Agreement, any such Award or other transaction purportedly made under
or pursuant to this Plan shall be void, ab initio.

                                        NEWPORT NEWS SHIPBUILDING INC.

                                        By:________________________________

ATTEST: ____________________________

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