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 21, 1997


                                       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
----------------------------------------------        -----
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:  34,948,663 shares as of
October 15, 1997.



<PAGE>



                                TABLE OF CONTENTS

<TABLE>
<CAPTION>



                                                                                                           PAGE
<S> <C>
Part I--Financial Information
     Newport News Shipbuilding Inc.
     Statements of Earnings - Third Quarter..........................................................        2
         Statements of Earnings - Nine Months........................................................        3
         Consolidated Balance Sheets.................................................................        4
         Statements of Cash Flows....................................................................        5
         Notes to Financial Statements...............................................................        6
         Management's Discussion and Analysis of Financial Condition and Results of Operations.......        8


Part II--Other Information

     Item 1. Legal Proceedings.......................................................................       11
     Item 2. Changes in Securities and Use of Proceeds...............................................       11
     Item 3. Defaults Upon Senior Securities.........................................................        *
     Item 4. Submission of Matters to a Vote of Security Holders.....................................        *
     Item 5. Other Information.......................................................................        *
     Item 6. Exhibits and Reports on Form 8-K........................................................       11
</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, 1996 AND
ITS QUARTERLY REPORTS ON FORM 10-Q FOR THE QUARTERS ENDED MARCH 26, 1997 AND
JUNE 22, 1997.




<PAGE>


                                     PART I

                              FINANCIAL INFORMATION

                         NEWPORT NEWS SHIPBUILDING INC.

                             STATEMENTS OF EARNINGS
                                   (UNAUDITED)
<TABLE>
<CAPTION>



                                                                                      Third Quarter Ended
                                                                            -------------------------------------
                                                                              September 21,         September 30,
                                                                                  1997                1996
                                                                           ------------------    ----------------
Millions (Except Shares and Per Share Amounts)                               (Consolidated)          (Combined)

<S> <C>
Revenues...............................................................         $    423             $     522
Operating Costs and Expenses...........................................              409                   486
Other Income (Expense), net............................................                2                     -
                                                                                --------             ---------

Operating Earnings.....................................................               16                    36
Interest Expense, net of interest capitalized..........................               14                     8
                                                                                --------             ---------

Earnings Before Income Taxes...........................................                2                    28
Provision for Income Taxes.............................................                1                    13
                                                                                --------             ---------

Net Earnings...........................................................         $      1             $      15
                                                                                ========             =========


Weighted Average Number of Common Shares Outstanding...................         34,907,846                 N/A
                                                                                ==========           =========

Net Earnings Per Common Share..........................................         $ .05                $     N/A
                                                                                ========             =========


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


 The accompanying notes to unaudited financial statements are an integral
                      part of these statements of earnings.


<PAGE>


                                     PART I

                              FINANCIAL INFORMATION

                         NEWPORT NEWS SHIPBUILDING INC.

                             STATEMENTS OF EARNINGS
                                   (UNAUDITED)
<TABLE>
<CAPTION>



                                                                                       Nine Months Ended
                                                                            -------------------------------------
                                                                              September 21,         September 30,
                                                                                  1997                  1996
                                                                             --------------          -----------
Millions (Except Shares and Per Share Amounts)                               (Consolidated)          (Combined)

<S> <C>
Revenues...............................................................         $  1,276             $   1,437
Operating Costs and Expenses...........................................            1,190                 1,320
Other Income (Expense), net............................................                2                     -
                                                                                --------             ---------

Operating Earnings.....................................................               88                   117
Interest Expense, net of interest capitalized..........................               40                    25
                                                                                --------             ---------

Earnings Before Income Taxes...........................................               48                    92
Provision for Income Taxes.............................................               20                    40
                                                                                --------             ---------

Net Earnings...........................................................         $     28             $      52
                                                                                ========             =========


Weighted Average Number of Common Shares Outstanding...................         34,715,221                 N/A
                                                                                ==========           =========

Net Earnings Per Common Share..........................................         $   .82              $     N/A
                                                                                ========             =========

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


 The accompanying notes to unaudited financial statements are an integral
                      part of these statements of earnings.



<PAGE>


                         NEWPORT NEWS SHIPBUILDING INC.

                           CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)
<TABLE>
<CAPTION>


                                                                    September 21, 1997          December 31, 1996
                                                                     --------------------     --------------------
<S> <C>
Millions (Except Share Amounts)
ASSETS
Current Assets

Cash and Cash Equivalents.........................................         $      73               $       1
Accounts Receivable...............................................               110                     182
Contracts in Process..............................................               217                     258
Deferred Income Taxes.............................................                 8                       -
Inventory.........................................................                41                      45
Other Current Assets..............................................                 8                       5
                                                                           ---------               ---------

Total Current Assets..............................................               457                     491
                                                                           ---------               ---------


Noncurrent Assets

Property, Plant and Equipment, net................................               801                     836
Other Assets......................................................               204                     162
                                                                           ---------               ---------

Total Noncurrent Assets...........................................             1,005                     998
                                                                           ---------               ---------

                                                                           $   1,462               $   1,489
                                                                           =========               =========


LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities

Trade Accounts Payable............................................         $     112               $     123
Short-Term Debt...................................................                28                      28
Deferred Income Taxes.............................................                 -                       4
Accrued Liabilities & Other.......................................               140                     101
                                                                           ---------               ---------

Total Current Liabilities.........................................               280                     256
                                                                           ---------               ---------

Noncurrent Liabilities

Long-Term Debt....................................................               552                     596
Deferred Income Taxes.............................................               196                     183
Postretirement Benefits...........................................               108                     109
Other Long-Term Liabilities.......................................                61                     113
Commitments and Contingencies (See Note 3)........................         ---------              ----------


Total Noncurrent Liabilities......................................               917                   1,001
                                                                           ---------               ---------


Stockholders' Equity
Common Stock, $.01 par value -
     authorized 70,000,000 shares; issued
     and outstanding 34,925,489 shares at September 21, 1997,
     and 34,297,451 shares at December 31, 1996...................                 1                       1
Paid-In Capital...................................................               253                     245
Retained Earnings / (Accumulated Deficit).........................                11                    (14)
                                                                           ---------               ---------
Total Stockholders' Equity........................................               265                     232
                                                                           ---------               ---------

                                                                           $   1,462               $   1,489
                                                                           =========               =========
</TABLE>



    The accompanying notes to unaudited financial statements are an integral
                         part of these balance sheets.


<PAGE>


                         NEWPORT NEWS SHIPBUILDING INC.

                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                       Nine Months Ended
                                                                            -------------------------------------
                                                                              September 21,         September 30,
                                                                                  1997                  1996
                                                                           ------------------    -----------
Millions                                                                     (Consolidated)          (Combined)
<S> <C>
Cash Flows from Operating Activities:
Net Earnings  ...........................................................       $   28               $    52
Adjustments to Reconcile Net Earnings Before Accounting Changes to
     Net Cash Provided by Operating Activities -
         Depreciation....................................................           51                    48
         Deferred Income Taxes...........................................            9                  (41)
         Allocated Corporate Interest, net of tax........................            -                    16
         Changes in Components of Working Capital -
           Decrease (Increase) in -
              Accounts Receivable........................................           73                  (38)
              Contracts in Process.......................................         (20)                  (35)
              Inventory..................................................            4                     6
              Other Current Assets.......................................          (3)                  (12)
           Increase (Decrease) in -
              Trade Accounts Payable.....................................         (11)                  (33)
              Accrued Liabilities & Other................................           31                    16
         Other, net......................................................         (27)                    25
                                                                                ------               -------
Net Cash Provided by Operating Activities................................          135                     4
                                                                                ------               -------
Cash Flows from Investing Activities:
Capital Expenditures.....................................................         (16)                  (55)
Other....................................................................          (3)                  (11)
                                                                                ------               -------
Net Cash Used by Investing Activities....................................         (19)                  (66)
                                                                                ------               -------
Cash Flows from Financing Activities:
Cash Transfer from Former Parent.........................................            -                    61
Net Decrease in Revolving Credit Facility................................         (24)                     -
Payments on Long-Term Debt...............................................         (21)                     -
Proceeds from Issuance of Common Stock...................................           9                      -
Disbursements for Employee Stock Plans...................................          (4)                     -
Dividends Paid...........................................................          (4)                     -
                                                                                ------               -------
Net Cash (Used) Provided by Financing Activities.........................         (44)                    61
                                                                                ------               -------
Net Increase (Decrease) in Cash and Cash Equivalents.....................           72                   (1)
Cash and Cash Equivalents at Beginning of Period.........................            1                     2
                                                                                ------               -------
Cash and Cash Equivalents at End of Period...............................       $   73               $     1
                                                                                ======               =======
Cash Paid During the Period for Income Taxes.............................       $    1               $    67
                                                                                ======               =======
Cash Paid During the Period for Interest.................................       $   32               $     -
                                                                                ======               =======
</TABLE>

         The accompanying notes to unaudited financial statements are an
                integral part of these statements of cash flows.


<PAGE>


                         NEWPORT NEWS SHIPBUILDING INC.

                          NOTES TO 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 21, 1997, are not necessarily indicative of the results that may
be expected for the year ending December 31, 1997. 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, 1996 and its quarterly reports on Form 10-Q for the
quarters ended March 26, 1997 and June 22, 1997.

During the prior year, the Company reported quarterly results on a
calendar-month basis consistent with its former parent. Beginning in 1997, the
Company is reporting quarterly results on an accounting-month basis.

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

Because there is no significant dilution, net earnings per share is based upon
the weighted average number of common shares outstanding during the period. The
weighted average shares were 34.9 million and 34.7 million for the three and
nine months ended September 21, 1997, respectively. Since the Company was a
wholly-owned subsidiary prior to being spun off by its former parent on December
11, 1996, there are no comparable results for the prior periods.

3. COMMITMENTS AND CONTINGENCIES

Government Contracting
As a general practice within the defense industry, the Defense Contract Audit
Agency (the "DCAA") and other agencies continually review the cost accounting
practices of government contractors and conduct other various investigations. In
the course of those reviews, cost accounting and other issues are identified,
discussed and settled, or resolved through legal proceedings. The Company is
currently engaged in discussions on several cost accounting and other matters
the likely resolution of which, management believes, will not have a material
adverse effect on the Company's financial position or results of operations.


For example, the Company and its former parent have received letters from the
DCAA inquiring about certain aspects of the spinoff, including the disposition
of the former parent's retirement plan (the "FPRP"), which covers salaried
employees of the Company. In the event there is a determination that an amount
is due to the Government related to the FPRP, the Company and its former parent
will share the obligation for such amount, plus the amount of related defense
expenses, in the ratio of 20% and 80%, respectively. Also, the DCAA recently
conducted a post-award audit of the contract to build the aircraft carrier
Reagan. The audit concerned the Company's submission to the U.S. Navy of data
relating to labor and overhead costs in connection with the Reagan contract. A
draft audit report was presented to the Company on May 27, 1997 along with a
request for comments. The draft report is being reviewed and evaluated by the
Company. While the ultimate outcome of these issues is uncertain, and no
assurances can be given, it is not anticipated that they will have a material
adverse impact on the financial position or results of operations of
the Company.
<PAGE>
                         NEWPORT NEWS SHIPBUILDING INC.

                   NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
                                     
Significant Estimates
From 1994 to 1996, the Company entered into fixed price contracts to construct a
total of nine Double Eagle product tankers. In January 1997, the Company, one of
the original purchasers and Mobil Oil Corporation ("Mobil") entered into an
agreement whereby Mobil agreed to acquire the first ship.

The first of the nine ships was delivered at the end of September 1997 and the
second ship is scheduled for delivery in late 1997. The remaining seven ships
are scheduled for delivery in 1998, 1999, and 2000. The Company has estimated
that it will incur construction costs of approximately $159 million in excess of
the fixed contract prices on these vessels and has reserved this amount through
charges against current year earnings ($57 million) and previous years' earnings
($102 million). The charge against current year earnings reflects the completion
of the design for the domestic class of ships and its anticipated impact on
delivery schedules, manning plans, and learning curve projections. Material
procurement and subcontractor cost estimates have also increased due to the
substantial design differences that exist between the international and domestic
classes of the Double Eagle product tanker.

The Company intends to continue to review this program at the end of each
quarter. There can be no assurance that the estimate of costs to be incurred on
these contracts will not be revised at that time based on the facts then known
to the Company.


Litigation
The Company is 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 adverse impact on the financial position
or results of operations of the Company.



<PAGE>


                         NEWPORT NEWS SHIPBUILDING INC.

           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 maintenance for other U.S. Navy vessels
through work in overhauling, lifecycle engineering, and repair. The U.S.
Government accounted for approximately 90% and 94% of the Company's revenues for
the nine months ended September 21, 1997 and September 30, 1996, respectively.

RESULTS OF OPERATIONS


                                 For the Third Quarter Ended
-------------------------------------------------------------------------------
                                     1997          1996
--------------------------------------------------------------------------------
Millions
Revenues.........................  $  423        $   522
Operating Earnings...............      16             36

Revenues for the quarter of $423 million were $99 million less than the level
reported for the same period in 1996. Commercial ship construction volume grew
in comparison to last year, but overall Construction revenues dropped in the
third quarter of 1997 due to the absence of submarine construction work and a
decrease in conversion work. Additionally, Overhaul & Repair revenues declined
as a result of the Eisenhower carrier delivery in January of 1997.

Third quarter 1997 operating earnings decreased $20 million over the prior year
third quarter. The earnings decline reflects a charge of $57 million to increase
loss reserves for Double Eagle product tankers, lower income contributions
associated with the completion of the Los Angeles-class submarine construction
program in 1996, and lower Overhaul & Repair income associated with the January
1997 delivery of the aircraft carrier Eisenhower. Partially offsetting these
decreases was the 1997 improvement in the Construction area reflecting strong
carrier contributions, particularly with respect to the Reagan contract, while
1996 was impacted by the recognition of commercial construction and Sealift
losses. In addition to the improvements in the carrier program, third quarter
1997 operating earnings were also favorably impacted by the recognition of an
increased asset related to postretirement benefits (PRB) and postemployment
benefits (PEB). The Company previously recorded assets for the portion of the
PRB and PEB liabilities that was recoverable under its government contracts.
Based on recent contract awards, such as for Roosevelt overhaul and repair work
and Nimitz planning, and the projected allocation of these costs to work
objectives, the Company expects to recover a larger portion of the reserves that
were originally established for these benefits.

                                         For the Nine Months Ended
--------------------------------------------------------------------------------
                                           1997          1996
--------------------------------------------------------------------------------
Millions
Revenues...............................   $1,276        $ 1,437
Operating Earnings.....................       88            117

Revenues for the first nine months of 1997 decreased $161 million to $1,276
million compared with the 1996 period primarily due to the completion of the Los
Angeles-class submarine construction program in 1996 and less Overhaul & Repair
activity, partially offset by increased product tanker and carrier construction
revenue.



<PAGE>


                         NEWPORT NEWS SHIPBUILDING INC.

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

Operating earnings for the first nine months of 1997 decreased $29 million over
the prior year period primarily due to lower income contributions associated
with the completion of the Los Angeles-class submarine construction program in
1996, lower Overhaul & Repair income associated with the January 1997 delivery
of the aircraft carrier Eisenhower, and one-time gains in 1996 attributable to
the mix of work and maturity of several contracts. Partially offsetting these
decreases was the 1997 improvement in the Construction area reflecting strong
carrier contributions, particularly with respect to the Reagan contract, and
recognition of an increased asset related to postretirement benefits and
postemployment benefits, while 1996 was impacted by the recognition of Sealift
losses.

The Company's backlog was $3.1 billion at September 21, 1997, 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:

<TABLE>
<CAPTION>
                                                                       For the Nine Months Ended
------------------------------------------------------------------------------------------------------------------------------------
                                                                         1997          1996
------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Millions
Net cash provided by operating activities.....................         $   135        $     4
Capital expenditures..........................................            (16)           (55)
Other investing cash flows....................................             (3)           (11)
                                                                       -------        -------
Subtotal......................................................             116           (62)
Financing activities..........................................            (44)             61
                                                                       -------        -------
Net increase (decrease) in cash and cash equivalents..........         $    72        $   (1)
                                                                       =======        =======

</TABLE>

NET CASH PROVIDED BY OPERATING ACTIVITIES


The $131 million increase in 1997's comparative cash flows from operating
activities is primarily due to a decreased investment in working capital,
partially offset by lower operating earnings and higher interest payments as
compared to the prior year. (See "Debt and Interest Allocation" for a discussion
of 1996 interest expense). The lower operating earnings are attributable to the
factors discussed above in "Results of Operations." The reduction in working
capital was due to normal timing fluctuations and management initiatives, as
well as efforts by the Company to reduce accounts receivable balances.
Additionally, 1997 reflects lower tax payments due to the recognition of losses
previously deferred for tax purposes on commercial tankers and a net operating
loss carry forward from 1996.



<PAGE>


                         NEWPORT NEWS SHIPBUILDING INC.

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

                                      
CAPITAL EXPENDITURES

The $39 million decrease in capital expenditures for the period ended September
21, 1997 compared to the period ended September 30, 1996 is attributable to
higher expenditures related to capital improvement programs during the prior
year. The 1996 capital improvement programs consisted principally of three
separate projects: (i) the development of a state-of-the-art automated steel
cutting and fabrication facility; (ii) the extension of a dry dock facility; and
(iii) the construction of the Carrier Refueling Complex. All three of these
projects were substantially complete at the end of 1996, thus explaining the
current period reduction in capital investments.


OTHER INVESTING CASH FLOWS

The 1997 and 1996 investing activities relate to an investment for a 49%
ownership interest in a vessel-owning limited partnership with a U.S. shipping
firm.

FINANCING ACTIVITIES


For the nine months ended September 30, 1996, the Company received $61 million
from its former parent to meet working capital needs and fund capital
expenditure requirements. The financing activities in 1997 reflect the receipt
of $9 million from the issuance of common stock related to the Company's benefit
plans. These funds, as well as those generated from operations, enabled the
Company to pay off long-term debt, to purchase Company stock on the open market
for employee benefit plans, and pay quarterly dividends of four cents per share.


DEBT AND INTEREST ALLOCATION


Results for the nine months ended September 30, 1996 reflect the Company's
former parent's historical practice to incur indebtedness for its consolidated
group at the parent company level or at a limited number of subsidiaries, rather
than at the operating company level, and centrally manage various cash
functions. Consequently, corporate debt of the former parent and its related
interest expense was allocated to the Company based on the portion of their
investment in the Company which was deemed to be debt, generally based upon the
ratio of the Company's net assets to the former parent's consolidated net assets
plus debt. Interest expense was allocated at a rate equivalent to the
weighted-average cost of all corporate debt. The Company was also allocated tax
benefits approximating 35% of the allocated pre-tax interest expense. Although
interest expense, and the related tax effects, were allocated to the Company for
financial reporting on a historical basis, the Company was not billed for these
amounts.


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 their
use of such terms and phrases as "intends," "estimates," "expects," "projects,"
"anticipates," "should," "believes" 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 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 political,
economic and competitive conditions; (b) initiatives to reduce the federal
budget deficit and reductions in defense spending; (c) reductions in the volume
of U.S. Navy contracts awarded to the Company; and (d) unanticipated events
affecting delivery and production schedules or design and manufacturing
processes, thus impairing 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.


<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 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

As of October 9, 1997, in connection with the Rights Agreement (the "Rights
Agreement"), dated December 11, 1996, as amended by Amendment No. 1 thereto,
between the Company and First Chicago Trust Company of New York, as Rights
Agent, the Company entered into Amendment No. 2 to the Rights Agreement
("Amendment No. 2"). Amendment No. 2 provides that Rights shall be issued in
respect of all shares of Common Stock that are issued (whether originally issued
or from the Company's treasury) after the Record Date but prior to (i) in the
case of shares of Common Stock issued pursuant to options or other stock-based
awards granted prior to the Distribution Date under any of the Company's
employee or director compensation plans now or hereafter in effect, the
Expiration Date, and (ii) in the case of all other issuances of Common Stock,
the earlier of the Distribution Date or the Expiration Date.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
<TABLE>
<S> <C>

Exhibit 3.1       By-laws of Newport News Shipbuilding Inc. Amended and Restated as of October 9, 1997.

Exhibit 10.1      Amendment No.1 to Newport News Shipbuilding Inc. Stock Ownership Plan,
                  effective as of July 1, 1997.
Exhibit 10.2      Amendment No. 2 to Newport News  Shipbuilding  Inc. Stock Ownership Plan,  effective as of October 9,
                  1997.
Exhibit 10.3      Amendment No. 3 to Newport News  Shipbuilding  Inc.  Stock  Ownership  Plan,  effective as of May 16,
                  1997.
Exhibit 10.4      Amendment No. 2 to 1997 Stock Plan for Directors of Newport News  Shipbuilding  Inc., effective as of
                  October 9, 1997.
Exhibit 10.5      Amendment No. 2 to Newport News  Shipbuilding  Inc. Change in Control  Severance Benefit Plan for
                  Key Executives, effective as of October 9, 1997.
Exhibit 10.6      Amendment No. 2 to Rights Agreement, dated as of October 9, 1997.

Exhibit 11.1      Statement Re Computation of Per Share Earnings - Third Quarter
Exhibit 11.2      Statement Re Computation of Per Share Earnings - Nine Months Ended


Exhibit 27.1      Financial Data Schedule

</TABLE>


Newport News Shipbuilding Inc. filed a current report on Form 8-K on September
18, 1997. The Form 8-K was filed to report a $57 million charge to earnings
related to Double Eagle product tankers, and the extension of construction and
delivery schedules for the five domestic ships under contract.




<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   David J. Anderson
                                             -------------------------------
                                                  Senior Vice President and
                                                  Chief Financial Officer


Date:  November 4, 1997