<PAGE>
 
                                                                    EXHIBIT 4.4A


                             ARTICLES OF AMENDMENT

                                      OF

                         THE ARTICLES OF INCORPORATION

                                      OF

                           PRIMEX TECHNOLOGIES, INC.

         under Section 13.1-639 of the Virginia Stock Corporation Act


   FIRST:  The name of the Corporation is Primex Technologies, Inc.

   SECOND:  The amendment adopted is to add a new Paragraph 9 to Article III, 
to read as follows:

   "9:  Series A Participating Cumulative Preferred Stock.  There is hereby 
established a series of the Corporation's authorized Preferred Stock, to be 
designated as the "Series A Participating Cumulative Preferred Stock, par value 
$1 per share."  The designation and number, and relative rights, preferences 
and limitations of the Series A Participating Cumulative Preferred Stock, 
insofar as not already fixed by any other provision of these Articles of 
Incorporation, shall be as follows:

   SECTION 1.  Designation and Number of Shares.  The shares of such series 
               ---------------------------------
shall be designated as "Series A Participating Cumulative Preferred Stock" (the 
"Series A Preferred Stock"), par value $1 per share.  The number of shares 
initially constituting the Series A Preferred Stock shall be 250,000; 
provided, however, that, if more than a total of 250,000 shares of 
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Series A Preferred Stock shall be issuable upon the exercise of Rights (the 
"Rights") issued pursuant to the Rights Agreement dated as of December 19, 
1996, between the Corporation and Chase Mellon Shareholder Services, L.L.C., as 
Rights Agent (the "Rights Agreement"), the Board of Directors of the 
Corporation, pursuant to Section 13.1-639 of the Virginia Stock Corporation 
Act, shall direct by resolution or resolutions that articles of amendment of 
the Articles of Incorporation of the Corporation be properly executed and filed
with the State Corporation Commission of Virginia providing for the total number
of shares of Series A Preferred Stock authorized to be issued to be increased
(to the extent that the Articles of Incorporation then permit) to the largest
number of whole shares (rounded up to the nearest whole number) issuable upon
exercise of such Rights.

   SECTION 2.  Dividends or Distributions.  (a)  Subject to the prior and 
               ---------------------------
superior rights of the holders of shares of any other series of Preferred Stock 
or other class of capital stock of the Corporation 
<PAGE>
 
ranking prior and superior to the shares of Series A Preferred Stock with
respect to dividends, the holders of shares of the Series A Preferred Stock
shall be entitled to receive, when, as and if declared by the Board of
Directors, out of the assets of the Corporation legally available therefor, (i)
quarterly dividends payable in cash on the last day of each fiscal quarter in
each year, or such other dates as the Board of Directors of the Corporation
shall approve (each such date being referred to herein as a "Quarterly Dividend
Payment Date"), commencing on the first Quarterly Dividend Payment Date after
the first issuance of a share or a fraction of a share of Series A Preferred
Stock, in the amount of $.01 per whole share (rounded to the nearest cent), less
the amount of all cash dividends declared on the Series A Preferred Stock
pursuant to the following clause (ii) since the immediately preceding Quarterly
Dividend Payment Date or, with respect to the first Quarterly Dividend Payment
Date, since the first issuance of any share or fraction of a share of Series A
Preferred Stock (the total of which shall not, in any event, be less than zero)
and (ii) dividends payable in cash on the payment date for each cash dividend
declared on the Common Stock in an amount per whole share (rounded to the
nearest cent) equal to the Formula Number (as hereinafter defined) then in
effect times the cash dividends then to be paid on each share of Common Stock.
In addition, if the Corporation shall pay any dividend or make any distribution
on the Common Stock payable in assets, securities or other forms of non-cash
consideration (other than dividends or distributions solely in shares of Common
Stock), then, in each such case, the Corporation shall simultaneously pay or
make on each outstanding whole share of Series A Preferred Stock a dividend or
distribution in like kind equal to the Formula Number then in effect times such
dividend or distribution on each share of the Common Stock. As used herein,
the "Formula Number" shall be 1,000; provided, however, that, if at any 
                                     --------  -------
time after December 31, 1996, the Corporation shall (x) declare or pay any 
dividend on the Common Stock payable in shares of Common Stock or make any 
distribution on the Common Stock in shares of Common Stock, (y) subdivide (by a 
stock split or otherwise) the outstanding shares of Common Stock into a larger 
number of shares of Common Stock or (z) combine (by a reverse stock split or 
otherwise) the outstanding shares of Common Stock into a smaller number of 
shares of Common Stock, then, in each such event, the Formula Number shall be 
adjusted to a number determined by multiplying the Formula Number in effect 
immediately prior to such event by a fraction, the numerator of which is the 
number of shares of Common Stock that are outstanding immediately after such 
event and the denominator of which is the number of shares of Common Stock that 
are outstanding immediately prior to such event (and rounding the result to the 
nearest whole number); and provided further, that, if at any time after 
                           ----------------
December 31, 1996, the Corporation shall issue any shares of its capital stock
in a merger, reclassification, or change of the outstanding shares of Common
Stock, then, in each such event, the Formula Number shall be appropriately
adjusted to reflect such merger, reclassification or change so that each share
of Preferred Stock continues to be the economic equivalent of a Formula Number
of shares of Common Stock prior to such merger, reclassification or change.

   (b)  The Corporation shall declare a dividend or distribution on the Series 
A Preferred Stock as provided in Section 2(a) 
<PAGE>
 
immediately prior to or at the same time it declares a dividend or distribution
on the Common Stock (other than a dividend or distribution solely in shares of
Common Stock);provided, however, that, in the event no dividend or distribution 
              --------  -------
(other than a dividend or distribution in shares of Common Stock) shall have 
been declared on the Common Stock during the period between any Quarterly 
Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, 
a dividend of $.01 per share on the Series A Preferred Stock shall nevertheless 
be payable on such subsequent Quarterly Dividend Payment Date.  The Board of 
Directors may fix a record date for the determination of holders of shares of 
Series A Preferred Stock entitled to receive a dividend or distribution 
declared thereon, which record date shall be the same as the record date for 
any corresponding dividend or distribution on the Common Stock.

   (c)  Dividends shall begin to accrue and be cumulative on outstanding shares 
of Series A Preferred Stock from and after the Quarterly Dividend Payment Date 
next preceding the date of original issue of such shares of Series A Preferred 
Stock; provided, however, that dividends on such shares that are 
                 -------
originally issued after the record date for the determination of holders of 
shares of Series A Preferred Stock entitled to receive a quarterly dividend and 
on or prior to the next succeeding Quarterly Dividend Payment Date shall begin 
to accrue and be cumulative from and after such Quarterly Dividend Payment Date.
Notwithstanding the foregoing, dividends on shares of Series A Preferred Stock
that are originally issued prior to the record date for the determination of
holders of shares of Series A Preferred Stock entitled to receive a quarterly
dividend on the first Quarterly Dividend Payment Date shall be calculated as if
cumulative from and after the last day of the fiscal quarter next preceding the
date of original issuance of such shares. Accrued but unpaid dividends shall not
bear interest. Dividends paid on the shares of Series A Preferred Stock in an
amount less than the total amount of such dividends at the time accrued and
payable on such shares shall be allocated pro rata on a share-by-share basis
among all such shares at the time outstanding.

   (d)  So long as any shares of the Series A Preferred Stock are outstanding, 
no dividends or other distributions shall be declared, paid or distributed, or 
set aside for payment or distribution, on the Common Stock, unless, in each 
case, the dividend required by this Section 2 to be declared on the Series A 
Preferred Stock shall have been declared.

   (e)  The holders of the shares of Series A Preferred Stock shall not be 
entitled to receive any dividends or other distributions, except as provided 
herein.
<PAGE>
 
   SECTION 3.  Voting Rights.  The holders of shares of Series A Preferred 
               --------------
Stock shall have the following voting rights:

   (a)  Each holder of Series A Preferred Stock shall be entitled to a number 
of votes equal to the Formula Number then in effect, for each share of Series A 
Preferred Stock held of record on each matter on which holders of the Common 
Stock or shareholders generally are entitled to vote, multiplied by the maximum 
number of votes per share which any holder of the Common Stock or shareholders 
generally then have with respect to such matter (assuming any holding period or 
other requirement to vote a greater number of shares is satisfied).

   (b)  Except as otherwise provided herein or by applicable law, the holders 
of shares of Series A Preferred Stock and the holders of shares of Common Stock 
shall vote together as one class for the election of directors of the 
Corporation and on all other matters submitted to a vote of shareholders of the 
Corporation.

   (c)  If, at the time of any annual meeting of shareholders for the election 
of directors, the equivalent of six quarterly dividends (whether or not 
consecutive) payable on any share or shares of Series A Preferred Stock are in 
default, the number of directors constituting the Board of Directors of the 
Corporation shall be increased by two.  In addition to voting together with the 
holders of Common Stock for the election of other directors of the Corporation, 
the holders of record of the Series A Preferred Stock, voting separately as a 
class to the exclusion of the holders of Common Stock, shall be entitled at 
said meeting of shareholders (and at each subsequent annual meeting of 
shareholders), unless all dividends in arrears have been paid or declared and 
set apart for payment prior thereto, to vote for the election of two directors
of the Corporation, the holders of any Series A Preferred Stock being entitled
to cast a number of votes per share of Series A Preferred Stock equal to the
Formula Number. Until the default in payments of all dividends that permitted
the election of said directors shall cease to exist, any director who shall have
been so elected pursuant to the next preceding sentence may be removed at any
time, either with or without cause, only by the affirmative vote of the holders
of the shares of Series A Preferred Stock at the time entitled to cast a
majority of the votes entitled to be cast for the election of any such director
at a special meeting of such holders called for that purpose, and any vacancy
thereby created may be filled by the vote of such holders. If and when such
default shall cease to exist, the holders of the Series A Preferred Stock shall
be divested of the foregoing special voting rights, subject to revesting in the
event of each and every subsequent like default in payments of dividends. Upon
the termination of the foregoing special voting rights, the terms of office of
all persons who may have been elected directors pursuant to said special voting
rights shall forthwith terminate, and the number of directors constituting the
Board of Directors shall be reduced by two. The voting rights granted by this
Section 3(c) shall be in addition to any other voting rights granted to the
holders of the Series A Preferred Stock in this Section 3.
<PAGE>
 
   (d)  Except as provided herein, in Section 11 or by applicable law, holders 
of Series A Preferred Stock shall have no special voting rights and their 
consent shall not be required (except to the extent they are entitled to vote 
with holders of Common Stock as set forth herein) for authorizing or taking any 
corporate action.

   SECTION 4.  Certain Restrictions.  (a)  Whenever quarterly dividends or 
               ---------------------
other dividends or distributions payable on the Series A Preferred Stock as 
provided in Section 2 are in arrears, thereafter and until all accrued and 
unpaid dividends and distributions, whether or not declared, on shares of 
Series A Preferred Stock outstanding shall have been paid in full, the 
Corporation shall not

                   (i) declare or pay dividends on, make any other distributions
on, or redeem or purchase or otherwise acquire for consideration any shares of
stock ranking junior (either as to dividends or upon liquidation, dissolution or
winding up) to the Series A Preferred Stock;

                  (ii) declare or pay dividends on or make any other 
distributions on any shares of stock ranking on a parity (either as to 
dividends or upon liquidation, dissolution or winding up) with the Series A 
Preferred Stock, except dividends paid ratably on the Series A Preferred Stock 
and all such parity stock on which dividends are payable or in arrears in 
proportion to the total amounts to which the holders of all such shares are 
then entitled;

                  (iii) redeem or purchase or otherwise acquire for 
consideration shares of any stock ranking on a parity (either as to dividends 
or upon liquidation, dissolution or winding up) with the Series A Preferred 
Stock;  provided that the Corporation may at any time redeem, purchase or 
       ---------
otherwise acquire shares of any such parity stock in exchange for shares of any 
stock of the Corporation ranking junior (either as to dividends or upon 
dissolution, liquidation or winding up) to the Series A Preferred Stock; or

                  (iv) purchase or otherwise acquire for consideration any 
shares of Series A Preferred Stock, or any shares of stock ranking on a parity 
with the Series A Preferred Stock, except in accordance with a purchase offer 
made in writing or by publication (as determined by the Board of Directors) to 
all holders of such shares upon such terms as the Board of Directors, after 
consideration of the respective annual dividend rates and other relative rights 
and preferences of the respective series and classes, shall determine in good 
faith will result in fair and equitable treatment among the respective series 
or classes.

            (b)  The Corporation shall not permit any subsidiary of the 
Corporation to purchase or otherwise acquire for consideration any shares of 
stock of the Corporation unless the Corporation could, under paragraph (a) of 
this Section 4, purchase or otherwise acquire such shares at such time and in 
such manner.
<PAGE>
 
            SECTION 5.  Liquidation Rights.  Upon the liquidation, 
                        -------------------
dissolution or winding up of the Corporation, whether voluntary or involuntary,
no distribution shall be made (a) to the holders of shares of stock ranking
junior (either as to dividends or upon liquidation, dissolution or winding up)
to the Series A Preferred Stock, unless, prior thereto, the holders of shares of
Series A Preferred Stock shall have received an amount equal to the accrued and
unpaid dividends and distributions thereon, whether or not declared, to the date
of such payment, plus an amount equal to the greater of (i) $.01 per whole share
or (ii) an aggregate amount per share equal to the Formula Number then in effect
times the aggregate amount to be distributed per share to holders of Common
Stock or (b) to the holders of stock ranking on a parity (either as to dividends
or upon liquidation, dissolution or winding up) with the Series A Preferred
Stock, except distributions made ratably on the Series A Preferred Stock and all
other such parity stock in proportion to the total amounts to which the holders
of all such shares are entitled upon such liquidation, dissolution or winding
up.

            SECTION 6.  Consolidation, Merger, etc.  In case the 
                        ---------------------------
Corporation shall enter into any consolidation, merger, combination or other 
transaction in which the shares of Common Stock are exchanged for or changed 
into other stock or securities, cash or any other property, then, in any such 
case, the then outstanding shares of Series A Preferred Stock shall at the same 
time be similarly exchanged or changed into an amount per share equal to the 
Formula Number then in effect times the aggregate amount of stock, securities, 
cash or any other property (payable in kind), as the case may be, into which or 
for which each share of Common Stock is exchanged or changed.  In the event 
both this Section 6 and Section 2 appear to apply to a transaction, this 
Section 6 will control.

            SECTION 7.  No Redemption; No Sinking Fund.  (a)  The shares of 
                        -------------------------------
Series A Preferred Stock shall not be subject to redemption by the Corporation 
or at the option of any holder of Series A Preferred Stock; provided, 
                                                            --------
however, that the Corporation may purchase or otherwise acquire outstanding 
-------
shares of Series A Preferred Stock in the open market or by offer to any holder 
or holders of shares of Series A Preferred Stock.

            (b)  The shares of Series A Preferred Stock shall not be subject to 
or entitled to the operation of a retirement or sinking fund.

            SECTION 8.  Ranking.  The Series A Preferred Stock shall rank 
                        --------
junior to all other series of Preferred Stock of the Corporation, unless the 
Board of Directors shall specifically determine otherwise in fixing the powers, 
preferences and relative, participating, optional and other special rights of 
the shares of such series and the qualifications, limitations and restrictions 
thereof.

            SECTION 9.  Fractional Shares.  The Series A Preferred Stock 
                        ------------------
shall be issuable upon exercise of the Rights issued pursuant to the Rights 
Agreement in whole shares or in any fraction of a share that is one-thousandth 
(1/1,000) of a share or any integral multiple of such fraction which shall 
entitle the holder, in proportion to such holder's fractional shares, to 
receive dividends, exercise voting rights, 
<PAGE>
 
participate in distributions and have the benefit of all other rights of holders
of Series A Preferred Stock. In lieu of fractional shares, the Corporation,
prior to the first issuance of a share or a fraction of a share of Series A
Preferred Stock, may elect (a) to make a cash payment as provided in the Rights
Agreement for fractions of a share other than one-thousandth (1/1,000) of a
share or any integral multiple thereof or (b) to issue depository receipts
evidencing such authorized fraction of a share of Series A Preferred Stock
pursuant to an appropriate agreement between the Corporation and a depository
selected by the Corporation; provided that such agreement shall provide 
                             --------
that the holders of such depository receipts shall have all the rights, 
privileges and preferences to which they are entitled as holders of the Series 
A Preferred Stock.

            SECTION 10.  Reacquired Shares.  Any shares of Series A 
                         ------------------
Preferred Stock purchased or otherwise acquired by the Corporation in any 
manner whatsoever shall be retired and canceled promptly after the acquisition 
thereof.  All such shares shall upon their cancellation become authorized but 
unissued shares of Preferred Stock, par value $1 per share, of the Corporation, 
undesignated as to series, and may thereafter be reissued as part of a new 
series of such Preferred Shares as permitted by law.

            SECTION 11.  Amendment.  None of the powers, preferences and 
                         ----------
relative, participating, optional and other special rights of the Series A 
Preferred Stock as provided herein or in the Articles of Incorporation shall be 
amended in any manner that would alter or change the powers, preferences, 
rights or privileges of the holders of Series A Preferred Stock so as to affect 
such holders adversely without the affirmative vote of the holders of at least 
66-2/3% of the outstanding shares of Series A Preferred Stock, voting as a 
separate class; provided, however, that no such amendment approved by 
                          -------
the holders of at least 66-2/3% of the outstanding shares of Series A Preferred 
Stock shall be deemed to apply to the powers, preferences, rights or privileges 
of any holder of shares of Series A Preferred Stock originally issued upon 
exercise of a Right after the time of such approval without the approval of 
such holder.

            THIRD:  This amendment of the Articles of Incorporation was duly 
adopted by the Board of Directors of the Corporation on December 9, 1996, 
without shareholder action, which shareholder action was not required.

            FOURTH:  This amendment of the Articles of Incorporation shall 
become effective on December 31, 1996.
<PAGE>
 
            IN WITNESS WHEREOF, the undersigned has executed these Articles of
Amendment as of this                       day of December, 1996.

            

                                      PRIMEX TECHNOLOGIES, INC.
                        
                                      by
                        
                                                                  
                                        --------------------------
                                        Name:            
                                        Title: