<PAGE>

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            -----------------------

                                    FORM 10-Q

           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 17, 2000

                                       OR

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                        For the transition period from to

                         Commission file number 1-12385

                            ------------------------

                         NEWPORT NEWS SHIPBUILDING INC.
             (Exact name of registrant as specified in its charter)


Delaware                                                      74-1541566
--------                                                      ----------
State or Other Jurisdiction of                                IRS Employer
Incorporation or Organization                                 Identification No.

4101 Washington Avenue, Newport News, Virginia                23607-2770
----------------------------------------------                ----------
Address of Principal Executive Offices                        Zip Code

                                 (757) 380-2000
               Registrant's Telephone Number, Including Area Code

                           --------------------------

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes X    No
                                      ---      ---

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock as of the latest practicable date.

Common  Stock,  par value  $.01 per  share:  35,304,684  shares  and  associated
preferred stock purchase rights as of October 16, 2000.
<PAGE>

                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                           PAGE
                                                                                                           ----
<S>  <C>
Part I--Financial Information
     Newport News Shipbuilding Inc.
         Consolidated Statements of Earnings - Third Quarter.........................................        2
         Consolidated Statements of Earnings - Nine Months...........................................        3
         Consolidated Balance Sheets.................................................................        4
         Consolidated Statements of Cash Flows.......................................................        5
         Notes to Consolidated Financial Statements..................................................        6
         Management's Discussion and Analysis of Financial Condition and Results of Operations.......       10
         Quantitative and Qualitative Disclosures About Market Risk .................................       11

Part II--Other Information
     Item 1. Legal Proceedings.......................................................................       13
     Item 2. Changes in Securities and Use of Proceeds...............................................        *
     Item 3. Defaults Upon Senior Securities.........................................................        *
     Item 4. Submission of Matters to a Vote of Security Holders.....................................        *
     Item 5. Other Matters...........................................................................       13
     Item 6. Exhibits and Reports on Form 8-K........................................................       13

</TABLE>


*No  response  to this  item  is  included  herein  for  the  reason  that it is
inapplicable or the answer to such item is negative.


THIS  QUARTERLY  REPORT ON FORM  10-Q  SHOULD  BE READ IN  CONJUNCTION WITH THE
COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED  DECEMBER 31, 1999.

<PAGE>

                                     PART I

                              FINANCIAL INFORMATION

                         NEWPORT NEWS SHIPBUILDING INC.

                       CONSOLIDATED STATEMENTS OF EARNINGS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                         Quarter Ended
                                                                           ----------------------------------------
                                                                              September 17,         September 19,
                                                                                  2000                  1999
                                                                           ------------------    ------------------
<S>  <C>
Millions (Except Shares and Per Share Amounts)

Revenues...............................................................       $        493          $        451
Operating Costs and Expenses...........................................              (445)                 (405)
Other Income (Expense), net............................................                  2                     1
                                                                              ------------          ------------
Operating Earnings.....................................................                 50                    47
Interest Expense, net of interest capitalized..........................               (13)                  (13)
                                                                              ------------          ------------

Earnings Before Income Taxes...........................................                 37                    34
Provision for Income Taxes.............................................               (16)                  (14)
                                                                              ------------          ------------

Net Earnings...........................................................       $         21          $         20
                                                                              ============          ============


Weighted Average Number of Common Shares Outstanding

     Basic.............................................................         30,359,834            34,132,786
                                                                              ============          ============

     Diluted...........................................................         32,143,996            35,474,413
                                                                              ============          ============

Net Earnings Per Common Share

     Basic.............................................................       $        .71          $        .60
                                                                              ============          ============

     Diluted...........................................................       $        .67          $        .58
                                                                              ============          ============

Dividends Declared Per Common Share....................................       $        .04          $        .04
                                                                              ============          ============
</TABLE>



       The accompanying notes are an integral part of these consolidated
                            statements of earnings.


                                       2
<PAGE>

                         NEWPORT NEWS SHIPBUILDING INC.

                       CONSOLIDATED STATEMENTS OF EARNINGS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                       Nine Months Ended
                                                                           ----------------------------------------
                                                                              September 17,         September 19,
                                                                                  2000                  1999
                                                                           ------------------    ------------------
<S>  <C>
Millions (Except Shares and Per Share Amounts)

Revenues...............................................................       $      1,494          $      1,325
Operating Costs and Expenses...........................................            (1,346)               (1,178)
Other Income (Expense), net............................................                  3                    16
                                                                              ------------          ------------

Operating Earnings.....................................................                151                   163
Interest Expense, net of interest capitalized..........................               (38)                  (37)
                                                                              ------------          ------------

Earnings Before Income Taxes...........................................                113                   126
Provision for Income Taxes.............................................               (47)                  (53)
                                                                              ------------          ------------

Net Earnings...........................................................       $         66          $         73
                                                                              ============          ============


Weighted Average Number of Common Shares Outstanding

     Basic.............................................................         31,124,574            34,614,703
                                                                              ============          ============

     Diluted...........................................................         32,539,751            35,939,862
                                                                              ============          ============

Net Earnings Per Common Share

     Basic.............................................................       $       2.12          $       2.11
                                                                              ============          ============

     Diluted...........................................................       $       2.03          $       2.03
                                                                              ============          ============

Dividends Declared Per Common Share....................................       $        .12          $        .12
                                                                              ============          ============
</TABLE>



        The accompanying notes are an integral part of these consolidated
                            statements of earnings.

                                       3
<PAGE>

                         NEWPORT NEWS SHIPBUILDING INC.

                           CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                             September 17,          December 31,
                                                                                2000                    1999
                                                                          ----------------       ------------------
                                                                             (Unaudited)              (Audited)
<S>  <C>
Millions (Except Share Amounts)
ASSETS
Current Assets
Cash and Cash Equivalents....................................................    $     2            $      2
Accounts Receivable..........................................................        145                  93
Contracts in Process.........................................................        271                 317
Inventory....................................................................         57                  55
Deferred Income Taxes........................................................        113                 108
Other Current Assets.........................................................         14                  17
                                                                                 -------            --------

Total Current Assets.........................................................        602                 592
                                                                                 -------            --------

Noncurrent Assets
Property, Plant, and Equipment, net..........................................        682                 716
Other Assets.................................................................        222                 204
                                                                                 -------            --------

Total Noncurrent Assets......................................................        904                 920
                                                                                 -------            --------

                                                                                 $ 1,506            $  1,512
                                                                                 =======            ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Trade Accounts Payable.......................................................    $    51             $    73
Short-Term Debt..............................................................         29                  29
Postretirement Benefits......................................................        131                 124
Deferred Income Taxes........................................................          2                   -
Other Accrued Liabilities....................................................        260                 220
                                                                                 -------             -------

Total Current Liabilities....................................................        473                 446
                                                                                 -------             -------

Noncurrent Liabilities
Long-Term Debt...............................................................        508                 525
Deferred Income Taxes........................................................        234                 233
Other Long-Term Liabilities..................................................         29                  35
                                                                                 -------             -------
Total Noncurrent Liabilities.................................................        771                 793
                                                                                 -------             -------
Commitments and Contingencies (See Note 3)

Stockholders' Equity
Common Stock, $.01 par value -
     authorized 70,000,000 shares; issued 35,342,314 shares at
     September 17, 2000, and 35,290,652 shares at December 31, 1999..........          1                   1
Paid-In Capital..............................................................        332                 264
Retained Earnings............................................................        146                  84
Unearned/Deferred Compensation ..............................................        (1)                 (3)
Stock Employee Compensation Trust (SECT) - shares held of 5,098,426 and
     2,661,926 at September 17, 2000 and December 31, 1999, respectively.....      (216)                (73)
                                                                                 -------             -------
Total Stockholders' Equity...................................................        262                 273
                                                                                 -------             -------

                                                                                 $  1,506            $ 1,512
                                                                                 ========            =======
</TABLE>

              The accompanying notes are an integral part of these
                          consolidated balance sheets.

                                       4
<PAGE>

                         NEWPORT NEWS SHIPBUILDING INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                       Nine Months Ended
                                                                           ----------------------------------------
                                                                              September 17,         September 19,
                                                                                  2000                  1999
                                                                           ------------------    ------------------
<S>  <C>
Millions
Cash Flows from Operating Activities:
Net Earnings  ...........................................................       $   66               $    73
Adjustments to Reconcile Net Earnings to
     Net Cash Provided by Operating Activities -
         Depreciation and Amortization...................................           41                    43
         Deferred Income Taxes...........................................          (2)                     5
         (Gain) on Equity Investments....................................          (4)                     -
         Loss on Asset Dispositions......................................            6                    11
         Changes in Components of Working Capital -
           Decrease (Increase) in -
              Accounts Receivable........................................         (50)                    36
              Contracts in Process.......................................           46                    30
              Inventory..................................................          (2)                   (2)
              Other Current Assets.......................................            3                   (1)
           Increase (Decrease) in -
              Trade Accounts Payable.....................................         (22)                  (52)
              Accrued Liabilities and Other..............................          49                   (13)
         Other, net......................................................          (3)                    11
                                                                                ------               -------
Net Cash Provided by Operating Activities................................          128                   141
                                                                                ------               -------

Cash Flows from Investing Activities:
Capital Expenditures.....................................................         (13)                  (10)
Other....................................................................          (4)                  (15)
                                                                                ------               -------
Net Cash Used by Investing Activities....................................         (17)                  (25)
                                                                                ------               -------

Cash Flows from Financing Activities:
Decrease in Revolving Credit Facility....................................          (2)                  (54)
Payments on Long-Term Debt...............................................         (15)                  (15)
Payments on Short-Term Debt..............................................            -                   (9)
Issuance of SECT Shares/Common Stock.....................................            -                    22
Treasury Stock /SECT Purchases...........................................         (73)                  (56)
Dividends Paid...........................................................          (4)                   (4)
Stock Options Exercised..................................................         (16)                   (2)
Other....................................................................          (1)                     2
                                                                                ------               -------
Net Cash Used by Financing Activities....................................        (111)                 (116)
                                                                                ------               -------

Net Increase (Decrease) in Cash and Cash Equivalents.....................            -                     -
Cash and Cash Equivalents at Beginning of Period.........................            2                     3
                                                                                ------               -------

Cash and Cash Equivalents at End of Period...............................       $    2               $     3
                                                                                ======               =======

Cash Paid During the Period for Income Taxes.............................       $   41               $    51
                                                                                ======               =======

Cash Paid During the Period for Interest.................................       $   32               $    31
                                                                                ======               =======
</TABLE>


              The accompanying notes are an integral part of these
                     consolidated statements of cash flows.

                                       5
<PAGE>

                         NEWPORT NEWS SHIPBUILDING INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1. BASIS OF PREPARATION

Unless the context otherwise requires, the term "Company" refers to Newport News
Shipbuilding  Inc. ("NNS") and its consolidated  subsidiaries.  Although certain
information and footnote  disclosures  normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to SEC rules and regulations, the Company believes
that the disclosures included herein are adequate to make the information
presented not misleading. Operating results for the three and nine month periods
ended September 17, 2000 are not necessarily indicative of the results that may
be expected for the year ending December 31, 2000. These unaudited financial
statements should be read in conjunction with the audited financial statements
and notes thereto included in the Company's Annual Report on Form 10-K for the
year ended December 31, 1999.

The  Company  is  reporting  quarterly  results  on  an  accounting-month  basis
consistent  with the prior year. In order to more  effectively  match  revenues,
costs, and profits with operating  segments,  certain amounts for 1999 have been
reclassified  to conform  with the 2000  presentation.  The  December  31,  1999
balance  sheet  includes  certain  reclassifications  to  conform  with the 2000
presentation.  In  the  opinion  of  the  Company's  management,  the  unaudited
financial  statements  contain  all  adjustments   (consisting  only  of  normal
recurring accruals) necessary for a fair presentation.

2. EARNINGS PER SHARE

Basic  earnings  per common  share is computed by dividing  net  earnings by the
weighted average number of shares of common stock outstanding during the period.
Diluted earnings per common share is computed  assuming the terms and conditions
for the  contingent  shares and common stock  options were met and  converted on
September 17, 2000 and September 19, 1999, respectively.

3. COMMITMENTS AND CONTINGENCIES

Government Contracting

As a general practice in the defense industry, the Defense Contract Audit Agency
("DCAA") and other government  agencies  continually  review the cost accounting
and other practices of government  contractors,  including the Company,  conduct
other  investigations,  and make  specific  inquiries.  In the  course  of those
reviews and  investigations,  cost  accounting and other issues are  identified,
discussed and settled,  or resolved  through legal  proceedings.  In some cases,
recognition  of the inherent  uncertainties  and costs of  litigation  may cause
management to decide to settle a matter.

As with other government contractors,  the U.S. Government has from time to time
recommended that certain of the Company's  contract prices be reduced,  or costs
allocated   to  its   government   contracts  be   disallowed.   Some  of  these
recommendations  involve  substantial  amounts. In the past, as a result of such
audits and other  investigations  and  inquiries,  the  Company  has on occasion
agreed to  adjustments  to its  contract  prices and the costs  allocated to its
government  contracts.  The Company is currently involved in several such audits
and other  investigative  proceedings with the U.S.  Government.  The Company is
also  engaged  in  settlement  discussions  on certain  matters  and has filed a
lawsuit concerning specific cost accounting issues.

As previously reported, the DCAA conducted a post-award audit of the contract to
build the aircraft  carrier Reagan.  In April 1998, the DCAA issued its official
audit report  ("Audit  Report") in which it  concluded  that the cost or pricing
data  supplied by the Company to the U.S.  Navy was not current,  accurate,  and
complete and, therefore,  projected labor and overhead costs were overstated for
the  Reagan  contract.  Accordingly,  the DCAA  recommended


                                       6
<PAGE>

to the U.S. Navy's  contracting  officer that the contract price for Reagan
be reduced by approximately $135 million. After giving consideration to the cost
sharing provisions in the contract,  the proposed price reduction could generate
an operating income adjustment of approximately $47 million over the life of the
contract.

The Company  disagrees  with the  conclusions of the Audit Report and the DCAA's
recommendation to the contracting officer.  Management believes that the Company
has substantial  and  meritorious  grounds on which to contest any action by the
U.S. Navy seeking to reduce the Reagan  contract price and intends to pursue its
defenses in response to any attempt by the U.S.  Navy to make such a  reduction.
Management  believes  that the final  resolution  of this matter will not have a
material  impact on the  financial  position  or  results of  operations  of the
Company.

In addition to the DCAA audit, a civil  investigation,  also focused on the cost
or pricing data that the Company  supplied to the U.S. Navy in  connection  with
the Reagan  contract,  is being conducted  jointly by the Department of Defense,
the Department of Justice,  the U.S.  Attorney's Office for the Eastern District
of Virginia, and the Naval Criminal  Investigative Service.  Management believes
the Company complied with all applicable laws.

During the first  quarter of 1999,  the Company  received a letter from the U.S.
Navy Supervisor of Shipbuilding forwarding a DCAA final audit report questioning
approximately  $83 million of costs  allocated to U.S.  Government  contracts as
Independent Research and Development  ("IR&D").  The letter requested additional
comments regarding why NNS considers its existing cost accounting practice to be
compliant with the Cost Accounting Standards. The Company provided such comments
in the second  quarter of 1999.  On June 20,  2000,  the  Department  of Defense
Inspector  General's Office issued a subpoena to the Company for certain records
pertaining  to this matter.  The Company is in the process of responding to that
subpoena.  Management believes that the final resolution of this matter will not
have a material impact on the financial position, results of operations, or cash
flows of the Company.

Litigation

The Company is both a plaintiff  and a  defendant  in matters of varying  nature
related to the normal conduct of its business. In the opinion of management, the
outcome of these proceedings  should not have a material effect on the financial
position, results of operations, or cash flows of the Company.

4. REPORTABLE SEGMENTS

The Company's  reportable  operating  segments represent  strategic  initiatives
supporting  the  entire  lifecycle  of U.S.  Navy  ships -  Construction,  Fleet
Services,  and  Engineering,  as well as a logical linking of similar  contracts
based on funding provisions.  Engineering contracts generally receive funding on
an annual basis, Fleet Services  contracts  typically span between one month and
two years,  and  Construction  contracts  generally span a period of two or more
years. The reportable  segments are managed separately because each business has
differing  customer  requirements  based on the nature of the services provided.
The Company evaluates performance based on profit or loss from operations before
interest and income taxes, not including nonrecurring gains and losses.


                                       7
<PAGE>

Information about Revenues and Operating Earnings
For the Quarters Ended September 17, 2000 and September 19, 1999, respectively
(in millions)

<TABLE>
<CAPTION>
                                                                                 Reportable
                                                      Fleet                       Segments         All
                                     Construction    Services   Engineering       Subtotal      Others (1)      Total
                                     ------------    --------   -----------      ----------     ----------      -----
<S>  <C>
2000
----
Revenues.....................         $   222         $ 188      $  80              $ 490         $  3          $ 493
Segment Operating Earnings...              27            17          5                 49            1             50


1999
----
Revenues.....................         $   150         $ 228      $  72              $ 450         $  1          $ 451
Segment Operating Earnings...              22            21          5                 48          (1)             47
</TABLE>


1.   Other business activities include valve and pump repair and technical
     services, equity investments, and corporate activities.


Information about Revenues and Operating Earnings
For the Nine Months Ended September 17, 2000 and September 19, 1999,
respectively (in millions)


<TABLE>
<CAPTION>
                                                                                 Reportable
                                                      Fleet                       Segments         All
                                     Construction    Services   Engineering       Subtotal      Others (1)      Total
                                     ------------    --------   -----------      ----------     ----------      -----
<S>  <C>
2000
----
Revenues.....................         $    655        $  599      $   228          $ 1,482        $  12         $1,494
Segment Operating Earnings...               78            56           14              148            3            151

1999
----
Revenues.....................         $    495        $  650      $   174          $ 1,319        $   6         $1,325
Segment Operating Earnings...               75            62           12              149           14            163
</TABLE>



1.   Other business activities include valve and pump repair and technical
     services, equity investments, and corporate activities.

Information about Assets (in millions)

<TABLE>
<CAPTION>
                                                      Fleet                         All
                                     Construction    Services   Engineering      Others (1)      Total
                                     ------------    --------   -----------      ----------      -----
<S>  <C>

September 17, 2000..............      $    260        $   107    $   39            $ 10          $ 416


December 31, 1999...............           190            164        40              16            410
</TABLE>

                                       8
<PAGE>

1.   As the Company has a fully integrated  production  facility,  its fixed
     assets are  commingled  and not identified  with specific  profit  centers.
     Therefore,  segment assets consist only of accounts  receivable ("A/R") and
     contracts in process ("CIP") balances applicable to identified segments.


Reconciliation of Segment Assets to Consolidated Amounts (in millions)

<TABLE>
<CAPTION>

                                                  September 17,            December 31,
                                                       2000                    1999
                                                -----------------       ------------------
<S>     <C>
Assets
------
Total A/R and CIP for reportable segments........    $     406            $      394
Other unallocated A/R and CIP....................           10                    16
Other unallocated amounts........................        1,090                 1,102
                                                     ---------            ----------
Total consolidated assets........................    $   1,506            $    1,512
                                                     =========            ==========
</TABLE>


                                       9
<PAGE>

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS

BUSINESS OVERVIEW

The Company's primary business is the design, construction, repair, overhaul and
refueling of nuclear-powered aircraft carriers and submarines for the U.S. Navy.
The Company also  provides  ongoing  fleet  services for other U.S. Navy vessels
through  work in  overhauling,  lifecycle  engineering,  and  repair.  The  U.S.
Government  accounted for  approximately  97% of the Company's  revenues for the
quarterly periods ended September 17, 2000 and September 19, 1999.

Results of Operations
                                                For the Third Quarter Ended
--------------------------------------------------------------------------------
                                                    2000           1999
--------------------------------------------------------------------------------
Millions
Revenues................................          $  493        $   451
Operating Earnings......................              50             47

Revenues  for the third  quarter of 2000  increased  $42 million to $493 million
compared with the same period in 1999. The revenue  improvement was attributable
to gains in the Construction  and Engineering  segments.  Construction  revenues
increased as a result of advanced  planning  work on the next  aircraft  carrier
(CVN 77), increased activity on the Virginia-class submarine program, as well as
higher activity on the carrier  Reagan.  Engineering  revenues  increased due to
development  work on the  propulsion  plant for the next  generation of aircraft
carriers.  These  volume  gains were  partially  offset by lower Fleet  Services
revenues as the  refueling  and overhaul of the carrier  Nimitz enters its final
stages.

Third  quarter  2000  operating  earnings  increased  $3 million to $50  million
compared with the same period in 1999.  The earnings  improvement  was driven by
volume gains in the Construction  segment,  which were partially offset by lower
activity on Nimitz as  explained  above.  In  addition,  the  Company  reached a
preliminary   agreement   with  the  Navy  during  the  quarter   regarding  the
simplification of its overhead  allocation  system.  The agreement results in no
overall funding  increase to the Navy, has no impact on overall  contract profit
projections  at  completion,  but  does  result  in  timing  differences  in the
recognition  of profits on the Company's  programs.  The  reallocation  of costs
between  programs  affected by the cost  allocation  changes,  together with the
Company's ongoing  assessment of program  opportunities  and risks,  resulted in
increased  operating earnings in the Fleet Services segment of $9 million with a
corresponding $6 million decrease in the Construction segment. Overall there was
no material impact on revenues, operating earnings or cash flows of the Company.
The operating  margins  reported by segment for the quarter are consistent  with
the estimated margins to contract completion for current programs.



                                                  For the Nine Months Ended
--------------------------------------------------------------------------------
                                                    2000           1999
--------------------------------------------------------------------------------
Millions
Revenues................................         $ 1,494       $  1,325
Operating Earnings......................             151            163

Revenues  for the first nine  months of 2000  increased  $169  million to $1,494
million  compared  with the same  period in 1999.  The revenue  improvement  was
primarily  attributable to gains in the Construction and Engineering segments
due to increased planning work on CVN 77, increased activity on the Virginia-
class submarine program and increased activity on the carrier Reagan. Increased
engineering development work on the propulsion plant for the next generation of
aircraft carriers also contributed to the growth in revenue. These volume gains
were partially offset by lower Fleet Services revenues as the refueling and
overhaul of the carrier Nimitz enters its final stages.


                                       10
<PAGE>

Operating  earnings for the first nine months of 2000  increased  $13 million to
$151 million after adjusting 1999 results for non-recurring gains of $25 million
associated  with the terminated  Avondale merger and the settlement of insurance
claims on construction contracts. The improvement was primarily driven by volume
gains  in the  Construction  segment  on  Reagan,  CVN  77,  and  Virginia-class
submarines. These gains were partially offset by lower activity on Nimitz in the
Fleet Services segment.

The  Company's   funded   backlog  was  $2.4  billion  at  September  17,  2000,
substantially all of which was U.S. Navy-related.


LIQUIDITY AND CAPITAL RESOURCES

CASH FLOWS

The following  table  reflects the  summarized  components of the Company's cash
flows for the periods indicated:

                                                  For the Nine Months Ended
--------------------------------------------------------------------------------
                                                    2000           1999
--------------------------------------------------------------------------------
Millions
Net cash provided by operating activities......  $   128        $   141
Capital expenditures...........................     (13)           (10)
Other investing cash flows.....................      (4)           (15)
                                                 -------        -------

Subtotal.......................................      111            116
Financing activities...........................    (111)          (116)
                                                 -------        -------

Net increase (decrease) in cash and cash
        equivalents..........                    $     -        $     -
                                                 =======        =======


NET CASH PROVIDED BY OPERATING ACTIVITIES

The $13  million  decrease  in 2000's  comparative  cash  flows  from  operating
activities  was  primarily  due to lower  earnings  and an  increase  in working
capital  resulting  from normal  timing  fluctuations  with respect to billings,
accounts  receivable  collections,  the recognition of contract  costs,  and the
payment of trade accounts  payable.  These  variances  were partially  offset by
lower tax payments in 2000 as compared to 1999.

OTHER INVESTING CASH FLOWS

Other investing cash flow  activities in 2000 primarily  relate to an additional
$5 million  investment in AMSEC LLC,  partially  offset by a $1 million dividend
received from Abu Dhabi Ship Building.  The 1999 investing  activities primarily
relate to the  Company's  investment  in AMSEC LLC. The Company owns 45% of this
low-cost fleet services organization.

FINANCING ACTIVITIES

The  financing  activities  for the period ended  September 17, 2000 reflect the
purchase of Company stock on the open market, decreased revolver borrowings, pay
down of debt, the impact of exercised  stock  options,  and the payment of three
quarterly  dividends  of four cents per  share.  The 1999  financing  activities
reflect the receipt of proceeds from the issuance of SECT shares  related to the
Company's  benefit  plans,  the  purchase  of  Company  stock  under  the  stock
repurchase  program,  payments on long-term debt,  payments on short-term  debt,
pay-down of the revolving  credit  facility,  and the payment of three quarterly
dividends of four cents per share.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There were no material  changes  with  respect to this item from the  disclosure
included in the Company's Annual Report on Form 10-K for the year ended December
31, 1999.


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<PAGE>

RECENTLY ISSUED STANDARDS

In June 1998, the Financial Accounting Standards Board issued FAS No. 133, (as
amended by FAS No. 137) "Accounting for Derivative Instruments and Hedging
Activities." This statement establishes accounting and reporting standards
requiring that every derivative instrument (including certain derivative
instruments embedded in other contracts) be recorded in the balance sheet as
either an asset or liability measured at its fair value. FAS No. 133 requires
that changes in the derivative's fair value be recognized currently in earnings
unless specific hedge accounting criteria are met. FAS No. 133 is effective for
fiscal years beginning after June 20, 2000. The Company engages in minimal
derivative activity and therefore the adoption of this new standard is not
expected to have a material impact on the Company's financial position, results
of operations, or cash flows.

CAUTIONARY  STATEMENT FOR PURPOSES OF "SAFE HARBOR" PROVISIONS OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This Quarterly Report on Form 10-Q contains forward-looking statements
concerning, among other things, the Company's prospects, developments and
business strategies. These forward-looking statements are identified by terms
such as"projections," "intends," "estimates," "expects," "projects,"
"anticipates," "goal," "plan," "should," "could," "believes," "assumed," and
"scheduled." The Company's actual results may differ materially from the results
discussed in the forward-looking statements. Factors that might cause such a
difference include (i) the factors discussed in Note 3 to the Company's
Consolidated Financial Statements, (ii) the factors addressed in Management's
Discussion and Analysis of Financial Condition and Results of Operations, and
(iii) the following factors: (a) general U. S. and international political,
economic and competitive conditions; (b) initiatives to reduce the federal
budget, including reductions in defense spending, or the failure of anticipated
increases in defense spending to materialize in whole or in part; (c) reductions
in the number or size of U.S. Navy contracts awarded to the Company; and (d)
unanticipated events affecting delivery and production schedules or design and
manufacturing processes, which could impair the Company's efforts to deliver its
products on time or to reduce production costs and cycle time or realize in a
timely manner some or all of the benefits, if any, of such reductions.

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<PAGE>

                                     PART II

                                OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS.

Reference is made to Note 3,  "Commitments and  Contingencies"  to the Company's
Financial  Statements  contained herein, which is incorporated in this Item 1 of
Part II by reference.

ITEM 5. OTHER MATTERS.

Share Repurchase Programs

On February 1, 2000,  the Company  announced  a $100  million  share  repurchase
program  adding to a $100 million share  repurchase  program  authorized in June
1999. The new plan will be  implemented  over the 2000-2001 time period and will
be accomplished through open market and privately negotiated  transactions.  The
Company has  purchased 3.4 million  shares at a cost of $100 million  completing
the June  1999  authorization.  As of  October  16,  2000 the  Company  has also
purchased an additional  1.9 million shares at a cost of $64.6 million under the
February 1, 2000 share repurchase program.

Stockholder Proposals

In order for a stockholder to nominate a candidate for election as a director of
the Company or to propose other business to come before the Company's 2001
Annual Meeting of Stockholders, such nomination or proposal must be received by
the Secretary of the Company at its principal executive offices at 4101
Washington Avenue, Newport News, Virginia 23607, not later than March 9, 2001,
in accordance with the Company's Bylaws. Any proposal submitted by a stockholder
for inclusion in the proxy materials for the Company's Annual Meeting of
Stockholders in 2001 must be delivered to the Secretary of the Company at the
foregoing address, in accordance with Securities and Exchange Commission Rule
14a-8, not later than December 12, 2000.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

Exhibit Number:

Exhibit 10.1      Newport News Shipbuilding Inc. Amended and Restated Stock
                  Employee Compensation Trust Agreement, dated as of August 1,
                  2000.

Exhibit 27.1      Financial Data Schedule

Except as indicated,  during the third quarter,  the Company filed the following
current reports on Form 8-K.

September 25, 2000*        Newport News Shipbuilding's Chairman and Chief
                           Executive Officer announced internal organizational
                           changes.

September 20, 2000*        Disclosure regarding Newport News Shipbuilding's
                           Chairman and Chief Executive Officer, William P.
                           Fricks presentation to securities analysts and other
                           attendees at the Morgan Stanley Dean Witter
                           Aerospace and Defense Conference.

September 18, 2000*        Announcing the appointment of Charles (Chuck) S. Ream
                           as Senior Vice President and Chief Financial  Officer
                           effective October 2, 2000.

June 20, 2000              Announcing  the  issuance  by the  Department  of
                           Defense  Inspector  General's  Office of a subpoena
                           to the Company for certain records pertaining to
                           IR&D expenditures.


* Filed subsequent to the end of the third quarter.


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<PAGE>

SIGNATURE

PURSUANT  TO THE  REQUIREMENTS  OF THE  SECURITIES  EXCHANGE  ACT OF  1934,  THE
REGISTRANT  HAS DULY  CAUSED  THIS  REPORT  TO BE  SIGNED  ON ITS  BEHALF BY THE
UNDERSIGNED THEREUNTO DULY AUTHORIZED.

                         Newport News Shipbuilding Inc.


                                                By:  /s/ Charles S. Ream
                                                   -----------------------

                                                    Senior Vice President and
                                                    Chief Financial Officer


Date:  10/31/00


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