Exhibit 10.2

                                  June 1, 1998


Mr. Thomas C. Schievelbein
2521 Sanctuary Drive
Williamsburg, Virginia 23185-7676

Dear Tom:

      On behalf of Newport News Shipbuilding Inc. (the
"Company"), I am pleased to set forth the terms and conditions
of your employment under this Employment Agreement
("Agreement").

1.    Under this Agreement, you will be employed as the Executive Vice President
      of the Company.  The initial term will be for a period of three years
      commencing June 1, 1998.  Thereafter, the Agreement will be extended
      automatically in one-year increments unless notice of termination is given
      by the Company at least 90 calendar days prior to the expiration of either
      the initial three-year term or any subsequent one-year renewal period.

2.    You will be paid a base salary of not less than $365,000 per year, which
      shall be subject to such adjustments as may, from time to time, be
      approved by the Compensation and Benefits Committee of the Company's Board
      of Directors (Compensation Committee), and payable according to the
      regular pay schedule for executives at the Company.

3.    You will 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.

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5.    You will receive reimbursement for personal financial, tax, and/or estate
      planning expenditures of up to $10,500 per year (not grossed up).

6.    In the event that your employment is terminated by the Company, other than
      for cause, you will be entitled to career transition assistance through a
      recognized firm in the field. The Company will provide financial support
      for this assistance up to $50,000.

7.    You will receive a minimum of four weeks vacation per calendar year.

8.    Your pension benefits from all defined benefit pension plans maintained by
      the Company or its former parent Tenneco Inc. (qualified and
      non-qualified) in which you are or were a participant, will at a minimum,
      be equal to the benefit that would be available to you under the company's
      qualified defined benefit pension plan and non-qualified retirement
      benefit restoration plan, but with the following enhancement: a
      supplemental executive retirement plan (SERP) is established on your
      behalf that will provide a benefit based on the average of your base
      salary and average annual incentive awards received during the final three
      years of your employment. Applicable reductions for early retirement, as
      described in the Newport News Shipbuilding Inc. Retirement Plan, shall
      apply to the basic pension benefit and all supplemental benefits.

In    order to qualify for the above described SERP benefit, you must have a
      minimum of 10 years of participation in the pension plan and be employed
      by the Company until the earliest age necessary to qualify for an
      immediately payable retirement benefit under the Newport News Shipbuilding
      Inc. Retirement Plan (currently age 55).

9.    If your employment is terminated by the Company other than for death,
      disability, or cause, or you are constructively terminated, or if the
      Company does not continue your employment after the end of the initial
      three-year term of this Agreement or any subsequent automatic one-year
      renewal period, you will be paid a severance benefit in an amount equal to
      two times the total cash compensation (base salary plus targeted bonus) in
      effect on the date your employment terminates.   This severance benefit
      will be payable by the Company in two equal lump sums, the first payment
      to be made within 30 days from the date employment terminates and the
      second payment to be made within one year from the date employment
      terminates.

      In addition, and subject to the approval of the Compensation Committee,
      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. Any vested stock options
      will remain exercisable for a period of not less than 90 days from your
      employment termination date.

      Further, if your employment is terminated by the Company under the
      conditions described earlier in this Section, you will be entitled to
      continue participation in the Company's medical plan and term life
      insurance plan for a period of two years following the termination of your
      employment, under the same terms as are available to active employees.

      For purposes of this Section, "constructively terminated" shall be defined
      identically to the term Constructive Termination, as set forth in the
      Newport News Shipbuilding Inc. Change in Control Severance Benefit Plan
      for Key Executives ("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 of 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 or retire voluntarily from the Company, you will not be
      entitled to any of the payments, benefits and rights set forth in Section
      9 of this Agreement. However, should you retire, you will be entitled to
      the benefits delineated in Section 8. (Should you retire, you will also be
      eligible for benefits available by company policy to all retirees.)


11.   As a condition of receiving the payments, benefits and rights set forth in
      Section 9 of this Agreement, you will be required to (a) 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;
      and (b) refrain from accepting employment or taking a consulting
      assignment with any company that is a direct competitor of Newport News
      Shipbuilding for one year following termination of your employment under
      this Agreement.

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.

13.   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.

                              Sincerely,



                              William P. Fricks
                              Chairman & CEO



ACKNOWLEDGED AND ACCEPTED:


------------------------------
Thomas C. Schievelbein

On this ____ day of June 1998