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                                                                    EXHIBIT 4.4B

                          [Form of Right Certificate]


Certificate No. [R]-                                              

___________          Rights

   
NOT EXERCISABLE AFTER DECEMBER 19, 2006, OR EARLIER, IF REDEEMED BY THE 
COMPANY.  THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, 
AT $.01 PER RIGHT, ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT.  RIGHTS 
BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN 
ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) AND BY ANY 
SUBSEQUENT HOLDER OF SUCH RIGHTS ARE NULL AND VOID AND NONTRANSFERABLE.

   Right Certificate

                                            PRIMEX TECHNOLOGIES, INC.


This certifies that                     , or registered assigns, is the 
registered owner of the number of Rights set forth above, each of which 
entitles the owner thereof, subject to the terms, provisions and conditions of 
the Rights Agreement dated as of December 19, 1996 (the "Rights Agreement"), 
between Primex Technologies, Inc., a Virginia corporation (the "Company"), and 
Chase Mellon Shareholder Services, L.L.C., a New Jersey limited liability 
company, as Rights Agent (the "Rights Agent"), unless the Rights evidenced 
hereby shall have been previously redeemed by the Company, to purchase from the 
Company at any time after the Distribution Date (as defined in the Rights 
Agreement) and prior to 5:00 p.m., New York City time, on the 10th anniversary 
of the date of the Rights Agreement (the "Expiration Date"), at the principal 
office of the Rights Agent, or its successors as Rights Agent, in New York, New 
York, one-thousandth (1/1,000) of a fully paid, nonassessable share of Series A 
Participating Cumulative Preferred Stock, without par value, of the Company 
(the "Preferred Shares"), at a purchase price per one-thousandth (1/1,000) of a 
share equal to $55 (the "Purchase Price"), payable in cash, upon presentation 
and surrender of this Right Certificate with the Form of Election to Purchase 
duly executed.

   The Purchase Price and the number and kind of shares which may be purchased 
upon exercise of each Right evidenced by this Right Certificate, as set forth 
above, are the Purchase Price and the number and kind of shares which may be so 
purchased as of January 1, 1997.  As provided in the Rights Agreement, the 
Purchase Price and the number and
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                                                                               2


kind of shares which may be purchased upon the exercise of each Right evidenced
by this Right Certificate are subject to modification and adjustment upon the
happening of certain events.

   If the Rights evidenced by this Right Certificate are at any time 
beneficially owned by an Acquiring Person or an Affiliate or Associate of an 
Acquiring Person (as such terms are defined in the Rights Agreement), such 
Rights shall be null and void and nontransferable and the holder of any such 
Right (including any purported transferee or subsequent holder) shall not have 
any right to exercise or transfer any such Right.

   This Right Certificate is subject to all the terms, provisions and 
conditions of the Rights Agreement, which terms, provisions and conditions are 
hereby incorporated herein by reference and made a part hereof, and reference 
to the Rights Agreement is hereby made for a full description of the rights, 
limitations of rights, obligations, duties and immunities hereunder of the 
Rights Agent, the Company and the holders of the Right Certificates.  Copies of 
the Rights Agreement are on file at the above-mentioned office of the Rights 
Agent and are also available from the Company upon written request.

   This Right Certificate, with or without other Right Certificates, upon 
surrender at the principal stock transfer or corporate trust office of the 
Rights Agent, may be exchanged for another Right Certificate or Right 
Certificates of like tenor and date evidencing Rights entitling the holder to 
purchase a like aggregate number and kind of shares as the Rights evidenced by 
the Right Certificate or Right Certificates surrendered shall have entitled 
such holder to purchase.  If this Right Certificate shall be exercised in part, 
the holder shall be entitled to receive upon surrender hereof another Right 
Certificate or Right Certificates for the number of whole Rights not exercised.

   Subject to the provisions of the Rights Agreement, the Rights evidenced by 
this Right Certificate may be redeemed by the Company at its option at a 
redemption price (in cash or shares of Common Stock or other securities of the 
Company deemed by the Board of Directors to be at least equivalent in value) of 
$.01 per Right (which amount shall be subject to adjustment as provided in the 
Rights Agreement) at any time prior to the earlier of (a) such time as a Person 
becomes an Acquiring Person and (b) the Expiration Date.

   The Company may, but shall not be required to, issue fractions of Preferred 
Shares or distribute certificates which evidence fractions of Preferred Shares 
upon the exercise of any Right or Rights evidenced hereby.  In lieu of issuing 
fractional shares, the Company may elect 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 to issue certificates 
or to utilize a depositary arrangement as provided in the terms of the Rights 
Agreement and the Preferred Shares.

   No holder of this Right Certificate shall be entitled to vote or receive 
dividends or be deemed for any purpose the holder of the Preferred Shares or of 
any other securities of the Company which may at any time be issuable on the 
exercise hereof, nor shall anything contained in 
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the Rights Agreement or herein be construed to confer upon the holder hereof, as
such, any of the rights of a shareholder of the Company, including, without
limitation, any right to vote for the election of directors or upon any matter
submitted to shareholders at any meeting thereof, or to give or withhold consent
to any corporate action, or to receive notice of meetings or other actions
affecting shareholders (except as provided in the Rights Agreement), or to
receive dividends or other distributions or subscription rights, or otherwise,
until the Right or Rights evidenced by this Right Certificate shall have been
exercised as provided in accordance with the provisions of the Rights Agreement.

   This Right Certificate shall not be valid or obligatory for any purpose 
until it shall have been countersigned by the Rights Agent.
   
        WITNESS the facsimile signature of the proper officers of the Company
and its corporate seal.


Dated as of:         , ____


                                          PRIMEX TECHNOLOGIES, INC.,

                                           by   
                                  
                                             -------------------------

                                           Name:
                                           Title:
    Attest:


_________________________
Name:
Title:


Countersigned:


CHASEMELLON SHAREHOLDER
SERVICES, L.L.C, as Rights Agent,

  by
    _____________________
      Authorized Officer
         [On Reverse Side of Right Certificate]
                                             

                         FORM OF ELECTION TO PURCHASE
                         ----------------------------

                  (To be executed by the registered holder if
                  such holder desires to exercise the Rights
                    represented by this Right Certificate.)
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To the Rights Agent:

The undersigned hereby irrevocably elects to exercise            Rights 
                                                      ----------
represented by this Right Certificate to purchase the Preferred Shares (or 
other shares) issuable upon the exercise of such Rights and requests that 
certificates for such shares be issued in the name of:

      Please insert social security
or other identifying number

                                                            
         ------------------------------------------------------------
                        (Please print name and address)

                                                            
         ------------------------------------------------------------

If such number of Rights shall not be all the Rights evidenced by this Right 
Certificate, a new Right Certificate for the balance remaining of such Rights 
shall be registered in the name of and delivered to:

Please insert social security
or other identifying number

                                                            
         ------------------------------------------------------------
                        (Please print name and address)

                                                            
         ------------------------------------------------------------

Dated:             ,     
                     ----



                                    
                                      ------------------------------
                                                 Signature


      
Signature Guaranteed:
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                                                                               5



                              FORM OF ASSIGNMENT
                              ------------------

               (To be executed by the registered holder if such
              holder desires to transfer the Right Certificate.)

FOR VALUE RECEIVED _______________________________ hereby sells, assigns and 
transfers unto ___________________ ____________________________________________
________________

                 (Please print name and address of transferee)
         ____________________________________________________________

this Right Certificate, together with all right, title and interest therein, 
and does hereby irrevocably constitute and appoint ______________ Attorney, to 
transfer the within Right Certificate on the books of the within-named 
Corporation, with full power of substitution.

Dated:  ____________, ____


                                        ______________________________
                                                  Signature

Signature Guaranteed:


The undersigned hereby certifies that (a) the Rights evidenced by this Right 
Certificate are not being sold, assigned or transferred by or on behalf of a 
Person who is or was an Acquiring Person or an Affiliate or Associate thereof 
(as such terms are defined in the Rights Agreement), (b) this Rights 
Certificate is not being sold, assigned or transferred to or on behalf of any 
such Acquiring Person, Affiliate or Associate, and (c) after inquiry and to the 
best knowledge of the undersigned, the undersigned did not acquire the Rights 
evidenced by this Right Certificate from any Person who is or was an Acquiring 
Person or an Affiliate or Associate thereof (as such terms are defined in the 
Rights Agreement).

      
                                        ______________________________
                                                    Signature
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                                    NOTICE
                                    ------

The signature on the foregoing Form of Election to Purchase or Form of 
Assignment must correspond to the name as written upon the face of this Right 
Certificate in every particular, without alteration or enlargement or any 
change whatsoever.