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                                                           EXHIBIT 3.(a)

                           CERTIFICATE OF INCORPORATION

                                       OF

                           MATEC (DELAWARE) CORPORATION


    FIRST:  The name of the Corporation is MATEC (Delaware) Corporation.

    SECOND:  The address of the registered office of the Corporation in the
State of Delaware is Corporation Trust Center, 1209 Orange Street, in the
City of Wilmington, County of New Castle.  The name of the registered agent
of the Corporation in the State of Delaware 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 now or hereafter be organized under
the General Corporation Law of the State of Delaware.

    FOURTH:  (a)  The total number of shares of all classes of stock which
the Corporation shall have authority to issue shall be 11,000,000, of which
10,000,000 shares shall be Common Stock, par value $.05 per share, and
1,000,000 shares shall be Preferred Stock, par value $.10 per share.

    (b) The shares of Preferred Stock may be issued from time to time in
one or more series, with such designations, powers, preferences and
relative, participating, optional or other rights, if any, and such
qualifications, limitations or restrictions thereon, as permitted by law
and as the Board of Directors shall from time to time provide for and fix
by resolution or resolutions duly adopted, including, without limitation,
voting powers, if any (including multiple or fractional votes per share),
dividend rights (including dividend preferences or limited or unlimited
dividend participation), conversion rights, mandatory or optional
redemption rights or restrictions and preferences or limited or unlimited
participation in amounts to be paid on liquidation, and the Board of
Directors is hereby authorized to fix and determine the powers, privileges,
preferences and rights of any series of Preferred Stock, and to fix the
number of shares constituting any such series and to increase or decrease
the number of shares of any such series (but not below the number of shares
thereof then outstanding).

    FIFTH:  The Corporation shall have perpetual existence.

    SIXTH:  Meetings of stockholders may be held within or without the
State of Delaware as the By-Laws may provide.  The books of the Corporation
may be kept (subject to any provision contained in the statutes) outside
the State of Delaware at such place or places as my be designated from time
to time by the Board of Directors or in the By-Laws of the Corporation.
Elections of directors need not be by written ballot unless the By-Laws of
the Corporation shall provide.

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    SEVENTH:  (a)  A director of the Corporation shall not be personally
liable to the Corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability (1) for any
breach of the director's duty of loyalty to the Corporation or its
stockholders, (2) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (3) under Section
174 of the Delaware General Corporation Law; or (4) for any transaction
from which the director derived an improper personal benefit.

              (b) (1)  Each person who was or is made a party or is
threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a proceeding), by reason of the fact that he or she, or a
person of whom he or she is the legal representative, is or was a director
or officer of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, whether the
basis of such proceeding is alleged action or inaction in an official
capacity as a director, officer, employee or agent or in any other
capacity while serving as a director, officer, employee or agent, shall be
indemnified and held harmless by the Corporation to the fullest extent
authorized by the Delaware General Corporation law, as the same exists or
may hereafter be amended (but, in the case of any such amendment, only to
the extent that such amendment permits the Corporation to provide broader
indemnification rights than said law permitted the Corporation to provide
prior to such amendment), against all expense, liability and loss
(including attorneys fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid or to be paid in settlement) reasonably
incurred or suffered by such person in connection therewith and such
indemnification shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of his
or her heirs, executors and administrators; provided, however, that,
except as provided in this paragraph (b), the Corporation shall indemnify
any such person seeking indemnification in connection with a proceeding
(or part thereof) initiated by such person only if such proceeding (or
part thereof) was authorized by the Board of Directors of the
Corporation.  The right to indemnification conferred in this paragraph (b)
shall be a contract right and shall include the right to be paid by the
Corporation the expenses incurred in defending any such proceeding in
advance of its final disposition; provided, however, that, if the Delaware
General Corporation Law requires, the payment of such expenses incurred by
a director or officer in his or her capacity as a director or officer of
the Corporation (and not in any other capacity in which service was or is
rendered by such person while a director or officer, including, without
limitation, service to an employee benefit plan) in advance of the final
disposition of a proceeding, shall be made only upon delivery to the
Corporation of an undertaking, by or on behalf of such director or
officer, to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be indemnified
under this paragraph (b) or otherwise.  The Corporation may, by action of
its Board of Directors, provide indemnification to employees and agents of
the Corporation with the same scope and effect as the foregoing
indemnification of directors and officers.

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    (2)  Any indemnification under this paragraph (b) (unless ordered by a
Court) shall be made by the Corporation upon a determination that
indemnification of the director or officer is proper in the circumstances
because he or she has met the applicable standards of conduct set forth in
the Delaware General Corporation Law which make it permissible for the
Corporation to indemnify the director or officer.  Such determination
shall be made (i) by the Board of Directors by a majority vote of a quorum
consisting of Directors who were not parties to such proceeding, or (ii)
if such a quorum is not obtainable or if such a quorum of disinterested
directors so directs, by independent legal counsel in a written opinion,
or (iii) by the stockholders.

    (3)  The right to indemnification and the advancement of expenses
conferred in this paragraph (b) shall not be exclusive of any other right
which any person may have or hereafter acquire under any statute,
provision of the Certificate of Incorporation, by-law, agreement, vote of
stockholders or disinterested directors or otherwise.

    (4)  The Corporation may purchase and maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of
the Corporation or another corporation, partnership, joint venture, trust
or other enterprise against any such expense, liability or loss, whether
or not the Corporation would have the power to indemnify such person
against such expense, liability or loss under the Delaware General
Corporation Law.

    EIGHTH:  In furtherance and not in limitation of the powers conferred
by statute, the Board of Directors is expressly authorized to adopt,
repeal, alter, amend or rescind the By-Laws of the Corporation.

    NINTH:  The Corporation reserves the right to repeal, alter, amend, or
rescind any provision contained in this Certificate of Incorporation, in
the manner now or hereafter prescribed by statute, and all rights
conferred on stockholders herein are granted subject to this reservation.

    TENTH:  The name and mailing address of the sole incorporator is:


                           Joan Dacey-Seib
                           Jacobs Persinger & Parker
                           70 Pine Street
                           New York, New York  10270

    IN WITNESS WHEREOF, the undersigned, being the sole incorporator
hereinbefore named, for the purpose of forming a corporation pursuant to
the General Corporation Law of the State of Delaware, do make this
Certificate, hereby declaring and certifying that this is my act and deed
and that the facts herein stated are true under the penalties of perjury
and accordingly have hereunto set my hand this 14th day of April, 1987.



                                                /s/ Joan Dacey-Seib
                                                ------------------------
                                                    Joan Dacey-Seib,
                                                    Sole Incorporator