As filed with the Securities and Exchange Commission on November 24, 2010
File No. 001-34910

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10

GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Huntington Ingalls Industries, Inc.

(Exact name of registrant as specified in its charter)

Delaware	90-0607005
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
4101 Washington Avenue
Newport News, Virginia	23607
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code:

(757) 380-2000

Securities to be registered pursuant to Section 12(b) of the Act:

	Name of Each Exchange on Which
Title of Each Class to be so Registered	Each Class is to be Registered
Common stock, par value $1.00 per share	The New York Stock Exchange, Inc.

Securities to be registered pursuant to Section 12(g) of the Act:

None.

          Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended. (Check one):

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	x	Smaller reporting company	o

(Do not check if a smaller reporting company)

TABLE OF CONTENTS

	Item 1. Business
	Item 1A. Risk Factors
	Item 2. Financial Information
	Item 3. Properties
	Item 4. Security Ownership of Certain Beneficial Owners and Management
	Item 5. Directors and Executive Officers
	Item 6. Executive Compensation
	Item 7. Certain Relationships and Related Transactions, and Director Independence
	Item 8. Legal Proceedings
	Item 9. Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters
	Item 10. Recent Sales of Unregistered Securities
	Item 11. Description of Registrant’s Securities to be Registered
	Item 12. Indemnification of Directors and Officers
	Item 13. Financial Statements and Supplementary Data
	Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
	Item 15. Financial Statements and Exhibits
SIGNATURES
EX-10.6
EX-10.7
EX-10.8
EX-10.9
EX-21.1
EX-99.1

INFORMATION REQUIRED IN REGISTRATION STATEMENT

CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND ITEMS OF FORM 10

Item 1. Business

          The information required by this item is contained under the sections “Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business” and “Certain Relationships and Related Party Transactions” of the Information Statement. Those sections are incorporated herein by reference.

Item 1A. Risk Factors

          The information required by this item is contained under the section “Risk Factors” of the Information Statement. That section is incorporated herein by reference.

Item 2. Financial Information

          The information required by this item is contained under the sections “Summary,” “Description of Capital Stock,” “Selected Historical Consolidated Financial and Other Data,” “Unaudited Pro Forma Condensed Consolidated Financial Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Information Statement. Those sections are incorporated herein by reference.

Item 3. Properties

          The information required by this item is contained under the section “Business—Properties” of the Information Statement. That section is incorporated herein by reference.

Item 4. Security Ownership of Certain Beneficial Owners and Management

          The information required by this item is contained under the section “Security Ownership of Beneficial Owners and Management” of the Information Statement. That section is incorporated herein by reference.

Item 5. Directors and Executive Officers

          The information required by this item is contained under the section “Management” of the Information Statement. That section is incorporated herein by reference.

Item 6. Executive Compensation

          The information required by this item is contained under the section “Executive Compensation” of the Information Statement. That section is incorporated herein by reference.

Item 7. Certain Relationships and Related Transactions, and Director Independence

          The information required by this item is contained under the sections “Management,” “Executive Compensation” and “Certain Relationships and Related Party Transactions” of the Information Statement. Those sections are incorporated herein by reference.

Item 8. Legal Proceedings

          The information required by this item is contained under the section “Business—Legal Proceedings” of the Information Statement. That section is incorporated herein by reference.

Item 9. Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters

          The information required by this item is contained under the sections “Risk Factors,” “The Spin-Off,” “Dividends,” “Executive Compensation” and “Description of Capital Stock” of the Information Statement. Those sections are incorporated herein by reference.

Item 10. Recent Sales of Unregistered Securities

          None.

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Item 11. Description of Registrant’s Securities to be Registered

          The information required by this item is contained under the section “Description of Capital Stock” of the Information Statement. That section is incorporated herein by reference.

Item 12. Indemnification of Directors and Officers

          The information required by this item is contained under the section “Description of Capital Stock—Liability and Indemnification of Directors and Officers” of the Information Statement. That section is incorporated herein by reference.

Item 13. Financial Statements and Supplementary Data

          The information required by this item is contained under the sections “Description of Capital Stock,” “Selected Historical Consolidated Financial and Other Data,” “Unaudited Pro Forma Condensed Consolidated Financial Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Index to Financial Statements” of the Information Statement. Those sections are incorporated herein by reference.

Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

          None.

Item 15. Financial Statements and Exhibits

          (a) Financial Statements

          The information required by this item is contained under the section “Index to Financial Statements” beginning on page F-1 of the Information Statement. That section is incorporated herein by reference.

          (b) Exhibits

          The following documents are filed as exhibits hereto:

Exhibit No.	Description
2.1	Form of Separation and Distribution Agreement.*
3.1	Form of Restated Certificate of Incorporation of Huntington Ingalls Industries, Inc.*
3.2	Form of Restated Bylaws of Huntington Ingalls Industries, Inc.*
4.1	Form of certificate representing shares of common stock, par value $1.00 per share, of Huntington Ingalls Industries, Inc.*
10.1	Form of Employee Matters Agreement between Northrop Grumman Corporation and Huntington Ingalls Industries, Inc.*
10.2	Form of Insurance Matters Agreement between Northrop Grumman Corporation and Huntington Ingalls Industries, Inc.*
10.3	Form of Intellectual Property License Agreement between Northrop Grumman Corporation and Huntington Ingalls Industries, Inc.*
10.4	Form of Tax Matters Agreement between Northrop Grumman Corporation and Huntington Ingalls Industries, Inc.*
10.5	Form of Transition Services Agreement between Northrop Grumman Corporation and Huntington Ingalls Industries, Inc.*
10.6	Loan Agreement dated as of May 1, 1999 between Ingalls Shipbuilding, Inc. and the Mississippi Business Finance Corporation relating to the Economic Revenue Development Bonds (Ingalls Shipbuilding, Inc. Project) Taxable Series 1999A due 2024.
10.7	Indenture of Trust dated as of May 1, 1999 between the Mississippi Business Finance Corporation and the First National Bank of Chicago, as Trustee, relating to the Economic Revenue Development Bonds (Ingalls Shipbuilding, Inc. Project) Taxable Series 1999A due 2024.
10.8	Loan Agreement dated as of December 1, 2006 between Northrop Grumman Ship Systems, Inc. and the Mississippi Business Finance Corporation relating to the Gulf Opportunity Zone Industrial Development Revenue Bonds (Northrop Grumman Ship Systems, Inc. Project), Series 2006 due 2028.
10.9	Trust Indenture dated as of December 1, 2006 between the Mississippi Business Finance Corporation and The Bank of New York Trust Company, N.A., as Trustee, relating to the Gulf

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	Opportunity Zone Industrial Development Revenue Bonds (Northrop Grumman Ship Systems, Inc. Project), Series 2006 due 2028.
21.1	Subsidiaries of Huntington Ingalls Industries, Inc.
99.1	Information Statement.

* To be filed by amendment.

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SIGNATURES

          Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

HUNTINGTON INGALLS INDUSTRIES, INC.
By:	/s/ C. Michael Petters
	President and Chief Executive Officer

Date: November 24, 2010

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