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Exhibit 3(a)

                                                               [STAMP]

                          CERTIFICATE OF INCORPORATION
                                       OF
                           ENCORE COMPUTER CORPORATION

       FIRST.    The name of the Corporation is:

                     ENCORE COMPUTER CORPORATION


       SECOND.   The address of its registered office in the State of Delaware
is No. 100 West Tenth Street, in the City of Wilmington, County of New Castle.
The name of its registered agent at such address is The Corporation Trust
Company.

       THIRD.    The nature of the business or purposes to be conducted or
promoted by the Corporation is as follows:

       To design, develop, manufacture, market, sell, lease, license or
otherwise deal with computer equipment and related products, including without
limitation hardware, software, components, subsystems and per peripheral
equipment.

       To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.

       FOURTH.   The total number of shares of stock which the Corporation shall
have authority to issue is One Million (1,000,000) shares of Common Stock, $.01
par value per share.

       FIFTH.    The name and mailing address of the Sole incorporator are as
follows:

        NAME                         MAILING ADDRESS

Ellen B. Corenswet                   c/o Hale and Dorr
                                     60 State Street
                                     Boston, Massachusetts  02109

       SIXTH.    In furtherance of and not in limitation of powers conferred by
statute, it is further provided:

        1.       Election of directors need not be by written ballot.

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              2.   The Board of Directors is expressly authorized to adopt,
amend or repeal the By-Laws of the Corporation.

       SEVENTH.    Whenever a compromise or arrangement is proposed between the
Corporation and its creditors or any class of them and/or between the
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of the Corporation or of any creditor or stockholder thereof, or on the
application of any receiver or receivers appointed for the Corporation under the
provisions of section 291 of Title 8 of the Delaware Code or on the application
of trustees in dissolution or of any receiver or receivers appointed for the
Corporation under the provisions of section 279 of Title 8 of the Delaware Code
order a meeting of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of the Corporation, as the case may be, to
be summoned in such manner as the said court directs. If a majority in number
representing three-fourths in value of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of the Corporation, as the
case may be, agree to any compromise or arrangement and to any reorganization of
the Corporation as consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of the Corporation, as the case may be, and also on the
Corporation.

       EIGHTH.     The Corporation shall, to the fullest extent permitted by
Section 145 of the General Corporation Law of Delaware, as that Section may be
amended and supplemented from time to time, indemnify any director, officer or
trustee which it shall have power to indemnify under that Section against any
expenses, liabilities or other matters referred to in or covered by that
Section. The indemnification provided for in this Article EIGHTH (i) shall not
be deemed exclusive of any other rights to which those indemnified may be
entitled under any by-law, agreement or vote of stockholders or disinterested
directors or otherwise, both as to action in their official capacities and as to
action in another capacity while holding such office, (ii) shall continue as to
a person who has ceased to be a director, officer or trustee, and (iii) shall
inure to the benefit of the heirs, executors and administrators of such a
person. The Corporation's obligation to provide indemnification under this
Article EIGHTH shall be offset to the extent of any other source

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of indemnification or any otherwise applicable insurance coverage under a policy
maintained by the Corporation or any other person.

       To assure indemnification under this Article EIGHTH of all such persons
who are determined by the Corporation or otherwise to be or to have been
"fiduciaries" of any employee benefit plan Of the Corporation which may exist
from time to time, such Section 145 shall, for the purposes of this Article
EIGHTH, be interpreted as follows: an "other enterprise" shall be deemed to
include such an employee benefit plan, including, without limitation, any plan
of the Corporation which is governed by the Act of Congress entitled "Employee
Retirement Income Security Act of 1974," as amended from time to time; the
Corporation shall be deemed to have requested a person to serve an employee
benefit plan where the performance by such person of his duties to the
Corporation also imposes duties on, or otherwise involves services by, such
person to the plan or participants or beneficiaries of the plan; excise taxes
assessed on a person with respect to an employee benefit plan pursuant to such
Act of Congress shall be deemed "fines"; and action taken or omitted by a person
with respect to an employee benefit plan in the performance of such person's
duties for a purpose reasonably believed by such person to be in the interest
of the participants and beneficiaries of the plan shall be deemed to be for a
purpose which is not opposed to the best interests of the Corporation.

      NINTH:  The holders of a majority of the stock present or represented and
voting on a matter (or if there are two or more classes of stock entitled to
vote as separate classes, then in the case of each such class, the holders of a
majority of stock of that class present or voting on a matter) shall decide any
matter to be voted upon by the stockholders at such meeting; provided, that the
holders of 75% of the stock present or represented and voting on the matter (or
if there are two or more classes of stock entitled to vote as separate classes,
then in the case of each such class, the holders of 75% of the stock of that
class present or represented and voting on a matter) shall be required in the
case of a vote to approve a merger or consolidation of the Corporation with or
into another entity, or the sale of all or substantially all of the assets of
the Corporation; and provided, further, that any action of stockholders taken
without a meeting, by a consent in writing, shall be effective only if signed by
the holders of not less than 75% of the outstanding stock of the Corporation
(or if there are two or more classes of stock entitled to vote as separate
classes, then in the case of each such class, the holders of 75% of the
outstanding stock of that class).

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     TENTH. The Corporation reserves the right to amend, alter, change or repeal
any provision contained in this Certificate of Incorporation, in the manner now
or hereafter prescribed by statute and the Certificate of Incorporation, and all
rights conferred upon stockholders herein are granted subject to this
reservation. Article NINTH may be amended, altered, changed or repealed only by
the vote of the holders of 75% of the stock present or represented and voting at
a meeting or by the written consent of holders of not less than 75% of the
outstanding stock of the Corporation (or if there are two or more classes of
stock entitled to vote as separate classes, then in the case of each such class,
the holders of 75% of the stock of that class present or represented and voting
at a meeting, or, in the case of a written consent, 75% of the stock of that
class outstanding).

               EXECUTED at Boston, Massachusetts, on May 2, 1983.

                                                        /s/ Ellen B. Corenswet
                                                        ----------------------
                                                        Incorporator

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