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

                                    FORM 10-Q/A
    
         [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                 FOR THE QUARTERLY PERIOD ENDED JUNE 21, 1998

                                       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: 35,281,205 shares and associated
preferred stock purchase rights as of July 15, 1998.


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                                     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

On June 4, 1998, the Board of Directors of the Company declared a dividend of
one Right for each outstanding share of Common Stock, par value $0.01 per share,
of the Company (the "Common Shares"). The description and terms of the Rights
are set forth in a Rights Agreement dated as of the Close of Business on June
10, 1998, as it may be amended from time to time (the "Rights Agreement"),
between the Company and First Chicago Trust Company of New York, as Rights
Agent.

The Rights were issued to the holders of record of Common Shares outstanding at
the Close of Business on June 10, 1998 (the "Record Date") and, with respect to
Common Shares issued after the Record Date, will be issued until the
Distribution Date (as defined in the Rights Agreement). Each Right, when it
becomes exercisable as described in the Rights Agreement, will entitle the
registered holder to purchase from the Company one one-thousandth (1/1,000th) of
a share of Series A Participating Cumulative Preferred Stock, par value $0.01
per share, of the Company at a price of $105.00.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On May 15, 1998 the Company held its 1998 Annual Meeting of stockholders. In
addition to the re-election of three Class II directors, two proposals were
presented to the stockholders for their approval. The outcome of the voting on
the two proposals was as follows:

1. Proposal to increase by 200,000 the number of shares authorized for issuance
   under the Newport News Shipbuilding Employee Stock Purchase and Accumulation
   Plan.

   For            Against        Abstain      Broker Non-votes
   30,178,250     310,215        93,687             None

2. Proposal to ratify the appointment by the Board of Directors of Arthur
   Andersen LLP as the Company's independent accountants for 1998.

   For            Against        Abstain      Broker Non-votes
   30,401,336     109,533        71,283             None




<PAGE>



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

Exhibit 4.1* Form of Rights Agreement dated as of June 10, 1998,  between
             Newport News  Shipbuilding Inc. and First Chicago Trust Company of
             New  York,  as  Rights  Agent  (Filed  as  Exhibit  No.  1 to  the
             Company's  Registration Statement on Form 8A, dated June 10, 1998,
             Commission File No. 001-12385).

Exhibit 4.2* Form Certificate of the Voting Powers, Designations,
             Preferences and Relative Participating, Optional and Other Special
             Rights and Qualifications, Limitations or Restrictions of Series A
             Participating Cumulative Preferred Stock of Newport News
             Shipbuilding Inc. (which is attached as Exhibit A to the Rights
             Agreement filed as Exhibit 4.1 hereto).

Exhibit 4.3* Form of Right Certificate (which is attached as Exhibit B to
             the Rights Agreement filed as Exhibit 4.1 hereto).

Exhibit 4.4* Certificate of Elimination of Newport News Shipbuilding Inc.'s
             Series A Participating Junior Preferred Stock (filed in connection
             with the expiration of the Company's previous Rights Agreement),
             dated June 4, 1998 (Filed as Exhibit 4 to the Company's
             Registration Statement on Form 8A, dated June 10, 1998, 
             Commission File No. 001-12385).
   
Exhibit 10.1** Employment  Agreement  between the Company and Mr.  David J.
               Anderson,  Senior Vice  President and Chief  Financial  Officer 
               of the Company, dated June 1, 1998.

Exhibit 10.2** Employment  Agreement  between the Company and Mr. Thomas C.
               Schievelbein,  Executive Vice President of the Company, dated 
               June 1, 1998.

Exhibit 10.3 Contract (N00024-94-C-2105) between the Company and the United 
             States Navy for work necessary to prepare and make ready for the 
             refueling, overhaul, alteration, repair, and maintenance of the
             USS Nimitz (CVN 68) and its reactor plants (without schedules, 
             appendices or exhibits thereto).

Exhibit 10.4 Modification No. P00016 of Contract (N00024-94-C-2105), effective 
             April 16, 1998, between the Company and the United States Navy
             (without schedules, appendices or exhibits thereto).

Exhibit 27.1** Financial Data Schedule
    

During the second quarter, the Company did not file any current reports on Form
8-K.


-------------------
*Incorporated by reference.
   
**Previously filed
    
<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:  August 5, 1998