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                                                                    Exhibit 3(a)

                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                             COMPUCOM SYSTEMS, INC.

      FIRST: Corporate Name. The name of the corporation is CompuCom Systems,
Inc. (hereinafter referred to as the "Corporation").

      SECOND: Registered Office. The registered office of the Corporation is to
be located at Corporation Service Company, 1013 Centre Road, in the City of
Wilmington, New Castle County, Delaware 19805. The name of its registered agent
at that address is The Corporation Trust Company.

      THIRD: Corporate Purpose. The purpose of the Corporation is to engage in
any lawful act or activity for which a corporation may now or hereafter be
organized under the General Corporation Law of Delaware.

      FOURTH: Capital Stock.

      (1) Authorized Amount. The Corporation shall be authorized to issue
80,000,000 shares which is divided into two classes consisting of (a) 70,000,000
shares of Common Stock, par value $0.01 per share, and (b) 10,000,000 shares of
Series Preferred Stock, par value $0.01 per share.

      (2) Authority of Board to Fix Terms of Shares. The Board of Directors
shall have the full authority permitted by law to fix by resolution full,
limited, multiple or fractional, or no voting rights, and such designations,
powers, preferences, privileges, limitations, options, conversion rights, and
relative, participating or other special rights, and the qualifications,
limitations or restrictions thereof, of the Series Preferred Stock or any series
thereof that may be desired and that have not been fixed in this Certificate of
Incorporation.

            (a) There is hereby established a series of the Series Preferred
Stock designated "Series B Cumulative Convertible Preferred Stock" (herein
referred to as "Series B Preferred Stock"), consisting of 3,000,000 shares,
having a stated value per share equal to $10.00 and having the relative rights,
designations, preferences, qualifications, privileges, limitations and
restrictions applicable thereto as follows:

                  1. Dividend Provisions. Holders of Series B Preferred Stock
      shall be entitle to receive dividends, prior and in preference to any
      declaration or payment of any dividend (payable other than in Common Stock
      of the Corporation or options to purchase or rights to subscribe for
      Common Stock, or securities by their terms convertible into or
      exchangeable for Common Stock, or options to purchase or rights to
      subscribe for such convertible or exchangeable securities) on Common
      Stock, at the rate of $.60 per share per annum, payable a the rate of $.15
      per share on each March 31`, June 30, September 30 and December 31.
      Dividends on Series B Preferred Stock shall be paid out of funds legally
      available for such purpose. Such dividends shall be cumulative, and
      cumulations
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      of dividends not paid on the date payable shall bear interest thereafter
      at the simple rate of 6% per annum.

                  2. Voting Rights.

                        (a) Election of Directors. With respect to any election
            of directors of the corporation in which holders of Common Stock
            have the right to vote, the holder of each share of Series B
            Preferred Stock shall have the right to five votes for each share of
            Common Stock into which such Series B Preferred Stock could then be
            converted (with any fractional share determined on an aggregate
            conversion basis being rounded to the nearest whole share), and with
            respect to such vote, such older shall have full voting rights and
            powers equal to the voting rights and powers of the holders of
            Common Stock, and shall be entitled, notwithstanding any provision
            hereto, to notice of any stockholders' meeting in accordance with
            the by-laws of this corporation with respect to, and shall be
            entitled to vote, together with holders of Common Stock, in, any
            election of directors of the corporation in which holders of Common
            Stock have the right to vote. The special voting rights in this
            Section 2(a) shall not be applicable at any time, and from time to
            time, that Safeguard Scientifics, Inc., together with all its
            subsidiaries, owns less than 40% of the then outstanding voting
            securities of the corporation, excluding the Series B Preferred
            Stock; in such event, the holder of each share of Series B Preferred
            Stock shall have the voting rights specified in Section 2(b) hereof
            also with respect to the election of directors of the corporation.

                        (b) Other Voting Rights. Subject to (a) above, the
            holder of each share of Series B Preferred Stock shall have the
            right to one vote for each share of Common Stock into which such
            Series B preferred stock could then be converted (with any
            fractional share determined on an aggregate conversion basis being
            rounded to the nearest whole share), and with respect to such vote,
            such holder shall have full voting rights and powers equal to the
            voting rights and powers of the holders of Common Stock, and shall
            be entitled, notwithstanding any provision hereof, to notice of any
            stockholder's meeting in accordance with the by-laws of this
            corporation, and shall be entitled to vote, together with holders of
            Common Stock, with respect to any question, proposal or matter upon
            which holders of Common Stock have the right to vote; provided
            however that, notwithstanding the foregoing, the Series B Preferred
            Stock shall be entitled to vote in the election of directors to be
            elected by the holders of Common Stock as set forth in Section 2(a)
            hereof.

                        (c) Protective Provisions. So long as any shares of
            Series B Preferred Stock shall remain outstanding, the corporation
            shall not, without the affirmative vote of the holders of at least
            two-thirds of the shares of Series B Preferred Stock at the time
            outstanding (i) create any new class of stock or any new series of
            Preferred Stock, (ii) issue any shares of Series B Preferred Stock
            to any persons other than existing holders of the Series B Preferred
            Stock, or (iii) adopt any amendment to its certificate of
            Incorporation which would adversely


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            affect in any material respect the voting powers or other rights or
            preferences of shares of the Series B preferred Stock.

                  3. Liquidation Preference.

                        (a) Priority of Liquidation Distributions. In the event
            of any liquidation, dissolution or winding up of the corporation,
            either voluntary or involuntary, holders of Series B Preferred Stock
            shall be entitled to receive, prior and in preference to any
            distribution of any of the assets of the corporation to holders of
            Common Stock or any other series of Preferred Stock by reason of
            their ownership thereof, an amount per share equal to the sum of (i)
            $10.00 for each outstanding share of Series B Preferred Stock and
            (ii) all accumulations of accrued and unpaid dividends (together
            with interest thereon as provided in Section 1 hereof) on such
            outstanding share of Series B Preferred Stock. If upon the
            occurrence of such event, the assets and funds thus distributed
            among holders of Series B Preferred Stock shall be insufficient to
            permit the payment to such holders of the full aforesaid
            preferential amounts, then the entire assets and funds of the
            corporation legally available for distribution shall be distributed
            ratably among holders of Series B Preferred Stock in proportion to
            the amount of such Stock owned by each such holder.

                        (b) After the distribution described in Section 3(a) has
            been paid, shares of Series B Preferred stock shall be entitled to
            no further participation in the distribution of the assets of the
            corporation.

                        (c) Consolidations, Mergers, Etc. The corporation shall
            give notice to each holder of Series B Convertible Stock at least 20
            days prior to the effective date of any consolidation or merger of
            the corporation with or into any other corporation or corporations,
            or a sale, conveyance or disposition of all or substantially all of
            the assets of the corporation or the effectuation by the corporation
            of a transaction or series of related transactions in which more
            than 50% of the voting power of the corporation is disposed of (a
            "Liquidation Event"). Any Liquidation Event shall be deemed to be a
            liquidation, dissolution or winding up within the meaning of this
            Section 2 if the holders of at least 50% of the outstanding Series B
            Preferred Stock as of the date of such notice elect prior to the
            effective date of such Liquidation Event to have such Liquidation
            Event so treated as a liquidation, dissolution or winding up within
            the meaning of this Section 3.

                  4. Conversion. Holders of Series B Preferred Stock shall have
      conversion rights as follows:

                        (a) Conversion Rights. Each share of Series B Preferred
            Stock shall be convertible, at the option of the holder thereof, at
            any time after the date of issuance of such share, at the office of
            the corporation or any transfer agent for Series B Preferred Stock,
            onto such number of fully paid and nonassessable


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            shares of Common Stock as is determined by dividing $10.00 plus all
            accumulations of accrued and unpaid dividends (together with
            interest thereon as provided in Section 1 hereof) at the time of
            conversion, by the Conversion Price at the time in effect for such
            share. The initial Conversion price per share for shares of Series B
            Convertible Stock shall be $6.77; provided, however, that the
            Conversion price for Series B Convertible Stock (the "Conversion
            Price") shall be subject to adjustment as set forth in Section 4(c).

                        (b) Mechanics of Conversion. Before any holder of Series
            B Preferred Stock shall e entitled to convert the same into shares
            of Common Stock, such holder shall surrender the certificate or
            certificates therefor, duly endorsed, at the principal corporate
            office of the corporation or of any transfer agent for the Series B
            Preferred Stock, and shall give written notice by mail, postage
            prepaid, to the corporation at its principal corporate office, of
            the election to convert the same and shall state therein the name or
            names in which the certificate or certificates for shares of Common
            Stock are to be issued. The corporation shall, as soon as
            practicable thereafter, issue and deliver at such office to such
            holder of Series B Preferred Stock to which such holder shall be
            entitled as aforesaid. Such conversion shall be deemed to have been
            made immediately prior to the close of business on the date of such
            surrender of the shares of Series B Preferred Stock to be converted,
            and the person or persons entitled to receive the shares of Common
            Stock issuable upon such conversion shall be treated for all
            purposes as the record holder or holders of such shares of Common
            Stock as of such date.

                        (c) Conversion Price Adjustments. The Conversion Price
            shall be subject to adjustment from time to time as follows:

                              (i) In case the corporation shall (A) pay a
                  dividend or make a distribution on its Common Stock, in either
                  case in shares of its capital stock (whether shares of Common
                  Stock or of capital stock of any other class), (B) subdivide
                  its outstanding shares of Common Stock into a greater number
                  of shares, (C) combine its outstanding shares of Common Stock
                  into a smaller number of shares or (D) issue by
                  reclassification of its shares of Common Stock any shares of
                  capital stock of the corporation (other than a change in par
                  value, or from par value to no par value, or from no par value
                  to par value), the conversion Price in effect immediately
                  prior to the effective date of such event shall be adjusted
                  immediately after the effective date of such event so that
                  each holder of Series B Preferred Stock shall be entitled to
                  receive the number of shares of capital stock of the
                  corporation which he would have owned or have been entitled to
                  receive immediately after the effective date of such event,
                  had such Series B Preferred stock been converted immediately
                  prior thereto. An adjustment made pursuant to this Section
                  4(c)(i), a holder of Series B Preferred Stock thereafter
                  surrendered for conversion shall become entitled to receive
                  shares of two or more classes of capital stock of the
                  corporation, the Board of Directors (whose determination shall
                  be


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                  conclusive) shall determine the allocation of the adjusted
                  conversion rate between or among shares of such classes of
                  capital stock.

                              (ii) In case of any consolidation or merger of the
                  corporation with or into another corporation (other than a
                  merger in which the corporation is the continuing corporation
                  and which does not result in any reclassification or change of
                  outstanding shares of Common Stock issuable upon conversion of
                  shares of Series B Preferred Stock), or in case of any sale or
                  conveyance to another corporation of the property, assets,
                  business and goodwill of the corporation as an entirety or
                  substantially as an entirety, then, as a condition of such
                  consolidation, merger, sale or conveyance, the corporation
                  shall cause lawful and adequate provision to be made by the
                  corporation or such successor or purchasing corporation, as
                  the case may be (such successor or purchasing corporation
                  thereafter being deemed to be the corporation for purpose
                  hereof) whereby holders of Series B Preferred Stock shall have
                  the right thereafter to convert Series B Preferred Stock into
                  the kind and amount of shares of stock and other securities
                  and property receivable upon such consolidation, merger, sale
                  or conveyance by a holder of the number of shares of Common
                  Stock into which Series B Preferred Stock might have been
                  converted immediately prior to such consolidation, merger,
                  sale or conveyance. Such provision shall include provision for
                  adjustments which shall be as nearly equivalent as maybe
                  practicable to the adjustments provided for herein. If, as a
                  result of an adjustment made pursuant hereto, holders of
                  Series B Preferred Stock upon surrender for conversion shall
                  become entitled to receive shares of tow or more classes of
                  capital stock or Common Stock and other capital stock of the
                  corporation, the Board of Directors (whose determination shall
                  be conclusive) shall determine the allocation of the adjusted
                  Conversion Price between or among shares of such classes of
                  capital stock. The provisions of this Section 4(c)(ii) shall
                  similarly apply to successive consolidations, mergers, sales
                  or conveyances.

                        (d) No Impairment. The corporation will not, by
            amendment of its Certificate of Incorporation or through any
            reorganization, recapitalization, transfer of assets, consolidation,
            merger, dissolution, issue or sale of securities or any other
            voluntary action, avoid or seek to avoid the observance or
            performance of any of the terms to be observed or performed
            hereunder by the corporation, but will at all times in good faith
            assist in the carrying out of all the provisions of this Section 4
            and in the taking of all such actin as may be necessary or
            appropriate in order to protect the conversion rights of holders of
            Series B Preferred Stock against impairment.

                        (e) No Fractional Shares: Certificate as to Adjustments.

                              (i) No fractional shares shall be issued upon
                  conversion of Series B Preferred Stock, and the number of
                  shares of


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                  Common Stock to be issued shall be rounded to the nearest
                  whole share. Whether or not fractional shares are issuable
                  upon such conversion shall be determined on the basis of the
                  total number of shares of Series B Preferred Stock the holder
                  is at the time converting into Common Stock and the number of
                  shares of Common Stock issuable upon such aggregate
                  conversion.

                              (ii) Upon the occurrence of each adjustment or
                  readjustment of the Conversion Price of Series B Preferred
                  Stock pursuant to this Section 4, the corporation, at its
                  expense, shall promptly compute such adjustment or
                  readjustment in accordance with the terms hereof and prepare
                  and furnish to each holder of Series B Preferred Stock a
                  certificate setting forth such adjustment or readjustment and
                  showing in detail the facts upon which such adjustment or
                  readjustment is based. The corporation shall, upon the written
                  request at any time of any holder of Series B Preferred stock,
                  furnish or cause to be furnished to such holder a like
                  certificate setting forth (A) such adjustment and
                  readjustment, (B) the Conversion Price at the time in effect
                  and (C) the number of shares of Common Stock and the amount,
                  if any, of other property which at the time would be received
                  upon the conversion of a share of Series B Preferred Stock.

                        (f) Notices of Record Date. In the event of any taking
            by the corporation of a record of holders of any class of securities
            for the purpose of determining the holders thereof who are entitled
            to receive any dividend (other than a cash dividend) or other
            distribution, any right to subscribe for, purchase or otherwise
            acquire any shares of stock or any class of any other securities or
            property, or to receive any other right, the corporation shall mail
            to each holder of Series B Preferred Stock, at least 20 days prior
            to the date specified therein, a notice specifying the date on which
            any such record is to be taken for the purpose of such dividend,
            distribution or right, and the amount and character of such
            dividend, distribution or right.

                        (g) Reservation of Stock Issuable Upon Conversion. The
            corporation shall at all times reserve and deep available out of its
            authorized but unissued shares of Common Stock solely for the
            purpose of effecting the conversion of the shares of Series B
            Preferred Stock such number of its shares of Common Stock as shall
            from time to time be sufficient to effect the conversion of all
            outstanding shares of Series B Preferred Stock; and if at any time
            the number of authorized but unissued shares of Common Stock shall
            not be sufficient to effect the conversion of all then outstanding
            shares of Series B Preferred Stock, in addition to such other
            remedies as shall be available to the holder of such Preferred
            Stock, the corporation will take such corporate action as may, in
            the opinion of its counsel, be necessary to increase its authorized
            but unissued shares of Common Stock to such number of shares as
            shall be sufficient for such purposes.


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                        (h) Notices. Any notice required by the provisions of
            this Section 4 to be given to holders of Series B Preferred Stock
            shall be deemed given if deposited in the Untied States mail,
            postage prepaid, and addressed to each holder of record at his
            address appearing on the books of the corporation.

                        (i) Registration Restrictions. As a condition to the
            conversion of any share of Series B Preferred Stock, the holder of
            any such share shall agree in writing with the corporation that any
            Common Stock received by the holder upon such conversion shall not
            be registered under the Securities Act of 1933 until at least the
            first anniversary of the effective date of such conversion.

                  5. Redemption.

                        (a) The Series B Preferred Stock shall not be redeemable
            by the corporation prior to April 1, 1999. The Series B Preferred
            Stock may be called for redemption and redeemed for cash by the
            corporation at the option of the majority of the disinterested
            Directors (as defined below), in whole but not in part, on each
            April 1st, July 1st, October 1st and January 1st, commencing on
            April 1, 1999, upon 90 days' prior written notice, by the payment
            therefor of an amount per share equal to the sum of (i) $10.00 for
            each outstanding share of Series B Preferred Stock and (ii) all
            accumulations of accrued and unpaid dividends (together with
            interest thereon as provided in Section 1 hereof) on such
            outstanding share of Series B Preferred Stock through the date of
            redemption. As used in this Section 5(a), the term "Disinterested
            Director" shall mean any member of the Board of Directors of the
            corporation who is neither an employee of the corporation nor an
            officer, employee or director of Safeguard Scientifics, Inc. or any
            of its subsidiaries or affiliates.

                        (b) Except as described in this Section 5, Series B
            Preferred Stock shall not be redeemable by the corporation.

                  6. Reacquired Shares. Any shares of Series B Preferred Stock
      converted, redeemed, purchased or otherwise acquired by the corporation in
      any manner whatsoever shall be retired and cancelled promptly after the
      acquisition thereof, and, if necessary to provide for the lawful
      redemption or purchase of such shares, the capital represented by such
      shares shall be reduced in accordance with the General Corporation Law of
      the State of Delaware. All such shares shall upon their cancellation
      become authorized but unissued shares of Preferred Stock, without par
      value, of the corporation and may be reissued as part of another series of
      Preferred Stock, without par value, of the corporation.

      FIFTH: Directors. Elections of directors need not be by written ballot.


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      SIXTH: Bylaws. The original Bylaws of the Corporation shall be adopted by
the initial incorporator named herein. Thereafter the Board of Directors shall
have the power, in addition to the Stockholders, to make, alter, or repeal the
Bylaws of the Corporation.

      SEVENTH: Arrangements with Creditors or Stockholders. Whenever a
compromise or arrangement is proposed between this Corporation and its creditors
or any class of them and/or between this 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 this Corporation or of any creditor
to Stockholder thereof or on the application of any receiver or receivers
appointed for this 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 this 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 this
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 this Corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of this Corporation as a 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 of the creditors or class of creditors, and/or
on all of the Stockholders or class of Stockholders, of this Corporation, as the
case may be, and also on this Corporation.

      EIGHTH: Liability of Directors. A director of this Corporation shall not
be liable to the Corporation or its Stockholders for monetary damages
(including, without limitation, any judgment, amount paid in settlement, fine,
penalty, punitive damages, excise tax assessed with respect to an employee
benefit plan, or expense of any nature, including attorneys' fees) for breach of
fiduciary duty as a director, except for liability:

            (i) for any breach of the director's duty of loyalty to the
      Corporation or its Stockholders;

            (ii) for acts or omissions not in good faith or which involve
      intentional misconduct or a knowing violation of law;

            (iii) under Section 174 of the Delaware General Corporation Law; or

            (iv) for any transaction from which the director derived an improper
      personal benefit.

      NINTH: Indemnification. The Corporation shall, to the fullest extent
permitted by the Delaware General Corporation Law, as the same may be amended
and supplemented, indemnify any and all past, present and future designated
representatives of the Corporation from and against any and all costs, expenses
(including attorneys' fees), damages, judgments, penalties, fines, punitive
damages, excise taxes assessed with respect to an employee benefit plan and
amounts paid in settlement in connection with any action, suit or proceeding,
whether by or in


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the right of the Corporation, a class of its security holders or otherwise, in
which the designated representative may be involved as a party or otherwise, by
reason of the fact that such person was serving as a director, officer, employee
or agent of the Corporation. Notwithstanding the preceding sentence, the
Corporation shall not indemnify a designated representative for any liability
incurred in an action, suit or proceeding initiated by the person seeking
indemnification (which shall not be deemed to include counter-claims or
affirmative defenses) unless the action, suit or proceeding is authorized,
either before or after its commencement, by the affirmative vote of a majority
of the directors in office. The indemnification provided for in this Article
NINTH shall not be deemed exclusive of any other rights to which those persons
indemnified may be entitled under any Bylaw, agreement, 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 office, and shall
continue as to a person who has ceased to be a designated representative and
shall inure to the benefit of the heirs, executors and administrators of such a
person. For the purposes of this Article NINTH, a "designated representative"
shall mean any past, present or future director or officer of the Corporation
and any other person designated as such by the Board of Directors of the
Corporation (which may, but not need, include any person serving at the request
of the Corporation as a director, officer, fiduciary or trustee of another
corporation, partnership, joint venture, trust, employee benefit plan or other
entity or enterprise).

      TENTH: Reservation of Right to Amend. The Corporation reserves the right
to amend, alter, change or repeal any provisions contained in this Certificate
of Incorporation, in the manner now or hereafter prescribed by statute, and all
rights conferred upon Stockholders are granted subject to this reservation.


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