FILED BY NORTHROP GRUMMAN CORPORATION
                              PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF
                              1933 AND DEEMED FILED PURSUANT TO RULE 14d-2
                              OF THE SECURITIES EXCHANGE ACT OF 1934
                              SUBJECT COMPANY:  NEWPORT NEWS SHIPBUILDING INC.
                              COMMISSION FILE NO.:  1-12385


Northrop Grumman Corporation sent the following letter to Newport News
Shipbuilding Inc.


                       [NORTHROP GRUMMAN LETTERHEAD]

                                                                May 18, 2001
Mr. Stephen B. Clarkson
Vice President, General Counsel and Secretary
Newport News Shipbuilding Inc.
4101 Washington Avenue
Newport News, VA  23607

Dear Mr. Clarkson:

     Pursuant  to Section  803.5(a)(1)  of the Rules of the  Federal  Trade
Commission (the "Commission")  under Section 7A of the Clayton Act as added
by Title II of the  Hart-Scott-Rodino  Antitrust  Improvements  Act of 1976
(the "Act"), you are hereby notified as follows:

     1. The acquiring  person is Northrop  Grumman  Corporation  ("Northrop
Grumman") and its subsidiaries.

     2. Northrop  Grumman  intends to acquire voting  securities of Newport
News Shipbuilding Inc. ("Newport News").

     3. Northrop  Grumman  intends to make a tender offer to acquire all of
the outstanding common stock of Newport News. Accordingly, Northrop Grumman
is filing for the 50% notification threshold.

     4. The  foregoing  acquisition  may be subject to the Act and Northrop
Grumman is filing  notification  under the Act with the  Commission and the
Assistant  Attorney  General  in charge of the  Antitrust  Division  of the
United States Department of Justice (the "Assistant Attorney General").

     5. It is anticipated  that such  notification  will be received by the
Commission and the Assistant Attorney General on or about May 18, 2001.

     6. The person within which Newport News is included may be required to
file notification under the Act.

                                     Very truly yours,

                                     Northrop Grumman Corporation

                                     /s/ W. Burks Terry
                                     ----------------------------------
                                     W. Burks Terry
                                     Corporate Vice President and Secretary


                                   * * *

THIS COMMUNICATION IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN
OFFER TO SELL  SECURITIES.  ANY EXCHANGE  OFFER WILL BE MADE ONLY THROUGH A
REGISTRATION  STATEMENT  AND  RELATED  MATERIALS.  INVESTORS  AND  SECURITY
HOLDERS ARE STRONGLY ADVISED TO READ THE REGISTRATION STATEMENT AND RELATED
MATERIALS  REGARDING THE EXCHANGE OFFER REFERRED TO IN THIS  COMMUNICATION,
IF AND WHEN SUCH DOCUMENT IS FILED AND BECOMES  AVAILABLE,  BECAUSE IT WILL
CONTAIN IMPORTANT INFORMATION.

ANY SUCH REGISTRATION STATEMENT WOULD BE FILED BY NORTHROP GRUMMAN WITH THE
SECURITIES  AND  EXCHANGE  COMMISSION  (SEC)  AS  PART  OF A  TENDER  OFFER
STATEMENT.  INVESTORS  AND  SECURITY  HOLDERS MAY OBTAIN A FREE COPY OF THE
REGISTRATION STATEMENT (IF AND WHEN FILED AND AVAILABLE) AND OTHER RELEVANT
DOCUMENTS  ON THE  SEC'S  WEB SITE AT  WWW.SEC.GOV.  ANY SUCH  REGISTRATION
STATEMENT AND RELATED  MATERIALS MAY ALSO BE OBTAINED FOR FREE BY DIRECTING
SUCH REQUESTS TO NORTHROP GRUMMAN.