EXHIBIT A
                              ARTICLES OF AMENDMENT
                                     TO THE
                 RESTATED ARTICLES OF INCORPORATION + AMENDMENTS
                                       OF
                            CHAPARRAL RESOURCES, INC.

     Pursuant to the provisions of the Colorado  Business  Corporation  Act, the
undersigned  corporation  adopts the  following  Articles  of  Amendment  to its
Restated Articles of Incorporation + Amendments:

     FIRST: The name of the corporation is Chaparral Resources, Inc.

     SECOND: The following amendment to the Restated Articles of Incorporation +
Amendments was adopted by the  shareholders of the corporation on July 17, 1996,
in the manner prescribed by the Colorado Business Corporation Act:

     Article Fourth is amended to read as follows:

          "FOURTH:  Paragraph  1: The  aggregate  number  of  shares  which  the
     corporation shall have authority to issue is:

                                           Par Value         Number of Shares
          Class                            Per Share            Authorized
          -----                            ---------         ----------------
          Common.......................     $0.10              100,000,000

          Preferred....................     No Par Value         1,000,000

               Paragraph  2:  The  preferences,   qualifications,   limitations,
          restrictions  and the special or relative  rights with  respect to the
          shares of each class are:

               Common:  All shares shall be fully paid and nonassessable for any
          purpose.

               Preferred: The Board of Directors hereby is expressly authorized,
          by resolution or resolutions,  to provide,  out of the unissued shares
          of preferred stock for the issuance, from time to time, of one or more
          series of preferred stock for any proper purpose  without  shareholder
          approval,  except where  shareholder  approval is required by law. The
          Board of Directors is  expressly  vested with the right to  determine,
          with  respect to the  preferred  stock and each  series  thereof,  the
          following:

                    (a) The designation of such series, the number of shares
               to  constitute  such series and the stated  value  thereof if
               different from the par value thereof;



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                    (b) Whether the shares of such series  shall have voting
               rights,  in  addition to any voting  rights  provided by law,
               and,  if so,  the terms of such  voting  rights  which may be
               general or limited;

                    (c) The  dividends,  if  any,  payable  on such  series,
               whether any such dividends  shall be cumulative,  and, if so,
               from what  dates,  the  conditions  and dates upon which such
               dividends shall be payable,  the preference or relation which
               such  dividends  shall bear to the  dividends  payable on any
               shares  of stock of any other  class or any  other  series of
               this class;

                    (d) Whether  the shares of such series  shall be subject
               to  redemption  by the  corporation,  and,  if so, the times,
               prices and other terms and conditions of such redemption;

                    (e) The amount or amounts  payable  upon such  shares of
               such  series  upon,  and the  rights of the  holders  of such
               series  in,  the   voluntary  or   involuntary   liquidation,
               dissolution  or winding up, or upon any  distribution  of the
               assets, of the corporation;

                    (f) Whether  the shares of such series  shall be subject
               to the operation of a retirement or sinking fund, and, if so,
               the  extent to and  manner in which  any such  retirement  or
               sinking fund shall be applied to the  purchase or  redemption
               of  the  shares  of  such  series  for  retirement  or  other
               corporate  purposes and the terms and provisions  relative to
               the operations thereof;

                    (g)  Whether   the  shares  of  such  series   shall  be
               convertible into or exchangeable  for, shares of stock of any
               other  class or classes or of any other  series of  preferred
               stock or any other class or classes of capital stock,  and if
               so, the price or prices or the rate or rates of conversion or
               exchange and the method,  if any, of adjusting the same,  and
               any  other  terms  and  conditions  of  such   conversion  or
               exchange;

                    (h) The  limitations  and  restrictions,  if any,  to be
               effective  while any shares of such  series  are  outstanding
               upon  the  payment  of  dividends  or  the  making  of  other
               distributions  on, or upon the purchase,  redemption or other
               acquisition by the corporation of, the common stock or shares
               of any other class or any other  series of  preferred  stock;
               and


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                    (i) The  conditions  or  restrictions,  if any, upon the
               creation of indebtedness of the corporation or upon the issue
               of any additional stock,  including additional shares of such
               series or of any other  series of  preferred  stock or of any
               other class or classes.

          The  holders  of common  stock  shall have and  possess  all rights as
     stockholders  of the  corporation,  including such rights as may be granted
     elsewhere by these Restated  Articles of Incorporation + Amendments  except
     as such  rights may be limited by the  preferences,  privileges  and voting
     powers, and the restrictions and limitations of the preferred stock.

          Subject to  preferential  dividend  rights,  if any, of the holders of
     preferred  stock,  dividends  upon the common  stock may be declared by the
     Board of Directors and paid out of any funds legally available  therefor at
     such times and in such amounts as the Board of Directors shall determine.

          Dividends on shares of common stock and preferred stock may be paid in
     shares of common stock or preferred stock.

     THIRD:  The number of votes cast for the  amendment  by each  voting  group
entitled to vote separately on the amendment was sufficient for approval by that
voting group.

         Dated:  July 17, 1996

                                         CHAPARRAL RESOURCES, INC.,
                                         a Colorado corporation



                                         By
                                           -------------------------------
                                           Matthew R. Hoovler, Vice President



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