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                                                                    Exhibit 3(a)

Amended and Restated Certificate of Incorporation of Raytech Corporation

                             CERTIFICATE OF AMENDED
                                  AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                               RAYTECH CORPORATION

                     Pursuant to Sections 242 and 245 of the
                General Corporation Law of the State of Delaware

         This Certificate of Incorporation is hereby amended and restated for
the purpose of compliance with Raytech Corporation's Second Amended Plan of
Reorganization (the "Plan of Reorganization") as confirmed by the United States
Bankruptcy Court for the District of Connecticut in Chapter 11 Case No.
5-89-00293.

         The undersigned, for purposes of amending and restating the Certificate
of Incorporation under the General Corporation Law of the State of Delaware,
certifies:

         FIRST: The name of the corporation is Raytech Corporation
("Corporation").

         SECOND: The address of the Corporation's registered office in the State
of Delaware is Corporation Trust Company, 1209 Orange Street, Wilmington 19801,
County of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.

         THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.

         FOURTH: The total number of shares of capital stock which the
Corporation shall have authority to issue is Fifty-Five Million (55,000,000), of
which (i) Fifty Million (50,000,000) shares shall be common stock par value
$1.00 per share ("Common Stock") of which Forty-One Million Five Hundred
Twenty-Nine Thousand Eight Hundred Forty-Eight (41,529,848) shares shall be
issued

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pursuant to the provisions of the Corporation's Plan of Reorganization and Eight
Million Four Hundred Seventy Thousand One Hundred Fifty-Two (8,470,152) shares
shall be authorized for future issuance, and (ii) Five Million (5,000,000)
shares shall be preferred stock, par value $1.00 per share ("Preferred Stock").

         (a) Common Stock. Except as otherwise provided by law, by this
Certificate of Incorporation or by the By-Laws of the Corporation, as from time
to time amended, the holders of outstanding shares of Common Stock shall possess
voting power for the election of directors and for all other purposes, each
holder of record of shares of Common Stock being entitled to one vote for each
share of Common Stock standing in the holder's name on the books of the
Corporation. Except as otherwise provided by law, by this Certificate of
Incorporation or the By-Laws of the Corporation as from time to time amended,
the holders of Common Stock shall be entitled to receive such dividends as from
time to time may be declared by the Board of Directors. Except as otherwise
provided by law, by this Certificate of Incorporation or by the By-Laws of the
Corporation as from time to time amended, in the event of any liquidation,
dissolution or winding up of the Corporation, whether voluntary or involuntary,
the holders of Common Stock shall be entitled to share ratably according to the
number of shares of Common Stock held by them in all remaining assets of the
Corporation available for distribution to its stockholders.

         (b) Preferred Stock: The Board of Directors may from time to time by
resolution determine the powers, designations, preferences and relative,
participating, optional or other special rights, including voting rights, and
the qualifications, limitations or restrictions, of each class of Preferred
Stock and of each series within any such class and may increase or decrease the
number of shares within each such class or series; provided, that each share of
Preferred Stock shall be entitled to at

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least one vote, and provided further, that the Board of Directors may not
decrease the number of shares within a class or series to less than the number
of shares within such class or series that are then issued and outstanding and
may not increase the number of shares within a series above the total number of
authorized shares of the applicable class for which the powers, designations,
preferences and rights have not otherwise been set forth herein.

         FIFTH: The Corporation is to have perpetual existence.

         SIXTH: Except as otherwise provided in the law of the State of
Delaware, the Corporation's By-Laws or any of them may be altered or repealed,
and new By-Laws may be adopted, by the stockholders by a majority vote at a
meeting or by written consent without a meeting, and the Board of Directors
shall also have power, by a majority vote of the whole Board of Directors, to
alter or repeal any of the Corporation's By-Laws, and to adopt new By-Laws.

         SEVENTH: On the effective date of the consummation of the Plan of
Reorganization ("Effective Date"), each director shall be elected to hold office
until the annual meeting of stockholders held in the following year and until
his or her successor is elected and qualified. At each succeeding annual meeting
of stockholders thereafter, or by written consent of the stockholders entitled
to vote thereon in lieu of such meeting the successors of those directors whose
terms of office are then expiring shall be elected to hold office for a term of
one year and until their respective successors shall be elected and shall
qualify. Notwithstanding the aforesaid on the Effective Date, the initial Board
of Directors shall be constituted as follows: one director shall be appointed by
the Equity Committee (as defined in Section 1.1.42 of the Plan of
Reorganization) and the remaining directors shall all be appointed by the
Creditors[ ] Committee (as defined in Section 1.1.27 of the Plan of
Reorganization), following consultation with the Corporation, the Future
Claimants'

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Representative and the Governments (all as defined in Sections 1.1.27, 1.1.47
and 1.1.48, respectively, of the Plan of Reorganization). The Director appointed
by the Equity Committee shall serve for a term of three years from the Effective
Date; provided, however, that such Director's term will terminate earlier upon
sale by the Asbestos Personal Injury Settlement Trust (as defined in Section
1.1.64 of the Plan of Reorganization) ("PI Trust") of its entire interest in the
stock of the Reorganized Debtor provided the purchaser or purchasers have
offered to purchase all remaining shares of the Common Stock not held by the PI
Trust at the same price and upon the same terms and conditions as offered to the
PI Trust as set forth in Section 7.11 of the Plan of Reorganization.

         Any vacancies in the Board of Directors for any reason, and any newly
created directorships resulting from any increase in the number of directors,
may, except as otherwise required by law, be filled by the Board of Directors
acting by three-fourths of the directors then in office, although less than a
quorum, and any directors so chosen shall hold office until the next election of
the class for which such directors shall have been chosen and until their
successors shall be elected and qualified. No decrease in the number of
directors shall shorten the term of any incumbent director.

         Notwithstanding any provision in this Certificate of Incorporation to
the contrary, the provisions set forth in this Article SEVENTH may not be
amended, altered, changed or repealed in any respect, unless such action is
approved by the affirmative vote (or written consent) of holders of not less
than three-fourths of the outstanding shares entitled to vote thereon.

         EIGHTH: Any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (including any action
or suit by or in the right of the Corporation to procure a

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judgment in its favor) by reason of the fact that he is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, shall be
indemnified by the Corporation, if, as and to the extent authorized by
applicable law as it exists or may hereafter be amended, against expenses
(including attorney's fees and disbursements), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with the
defense or settlement of such action, suit or proceeding. The indemnification
and advancement of expenses expressly provided by, or granted pursuant to, the
laws of the State of Delaware shall not be deemed exclusive of any other rights
to which any person seeking indemnification or advancement of expenses may be
entitled under any By-Law, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such a
person.

         To the fullest extent permitted by the General Corporation Law of the
State of Delaware as the same exists or may hereafter be amended, a director of
the Corporation shall not be liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, provided that
nothing contained in this Article shall eliminate or limit the liability of a
director (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 the law, (iii) under
Section 174 of the General Corporation Law of the State of Delaware or (iv) for
any transaction from which the director derived an improper personal benefit.

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         WITNESS my signature this ______ day of ________, 2000.

                                                      Albert A. Canosa
                                                      President

Attest:
LeGrande L. Young
Secretary

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