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                                                                    Exhibit 3(a)

                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                             COMPUCOM SYSTEMS, INC.

         CompuCom Systems, Inc., a corporation organized and existing under the
laws of the State of Delaware, hereby certifies as follows:

I.       The name of the corporation is CompuCom Systems, Inc., which was
originally incorporated as CompuCom Systems (Delaware), Inc., and the original
Certificate of Incorporation of the corporation was filed with the Secretary of
State of the State of Delaware on March 23, 1989.

II.      This Restated Certificate of Incorporation was duly adopted in
accordance with Section 245 of the General Corporation Law of the State of
Delaware.

III.     This Restated Certificate of Incorporation only restates and
integrates and does not further amend the provisions of the Certificate of
Incorporation of this corporation as heretofore amended or supplemented, and
there is no discrepancy between those provisions and the provisions of this
Restated Certificate of Incorporation.

IV.      The text of the Restated Certificate of Incorporation of this
corporation as heretofore amended or supplemented is hereby restated to read in
its entirety as follows:

         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 Corporation Service 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,

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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 entitled 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 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 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 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

                                       2

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                 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 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

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                  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 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, or to the nominee or
                  nominees or such holder, a certificate or certificates for the
                  number of whole shares of Common 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.

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                             (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) shall become effective immediately after the record
                  date in the case of a dividend or distribution in shares of
                  the corporation's capital stock and shall become effective
                  immediately after the effective date in the case of a
                  subdivision, combination or reclassification. If, as a result
                  of 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 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

                                        5

<PAGE>

                  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 two 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 action 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 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

                                        6

<PAGE>

               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.

                    (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

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          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.

     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.

                                        8

<PAGE>

     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 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

                                        9

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manner now or hereafter prescribed by statute, and all rights conferred upon
Stockholders are granted subject to this reservation.

                                       10

<PAGE>

     In Witness Whereof, the Corporation has caused this Restated Certificate of
Incorporation to be signed this ___ day of _______, 2002.


                                             COMPUCOM SYSTEMS, INC.


                                             By:_______________________________
                                             Name:_____________________________
                                             Title:____________________________

                                       11