EXHIBIT 3.1(a)

                          CERTIFICATE OF INCORPORATION
                                       OF
                           USI AMERICAN HOLDINGS, INC.


            The undersigned, a natural person, for the purpose of organizing a
corporation for the conduct of the business and promotion of the purposes
hereinafter stated, under the provisions of and subject to the requirements of
the laws of the State of Delaware (particularly Chapter 1, Title 8 of the
Delaware Code, identified and referred to as the General Corporation Law of
Delaware), hereby certifies that:

            FIRST: The name of the corporation is:

                           USI AMERICAN HOLDINGS, INC.

            SECOND: The address of the corporation's registered office in the
State of Delaware is 1209 Orange Street, Wilmington, County of New Castle,
Delaware 19801. The name of the registered agent of the corporation 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 Delaware.

            FOURTH: The total number of shares of stock which the corporation
shall have authority to issue is one thousand (1,000), all of which shall be
without par value.

            FIFTH: The name and mailing address of the incorporator is Inge
Lepore, 99 Wood Avenue South, 10th Floor, Iselin, New Jersey 08830.

            SIXTH: The corporation is to have perpetual existence.

            SEVENTH: 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 or stockholders 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 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 this corporation, as the case
may be, and also on this corporation.

            EIGHTH: In furtherance and not in limitation of the powers conferred
by Section 109(a) of the General Corporation Law of Delaware, the board of
directors is expressly authorized to adopt, amend or repeal the by-laws of the
corporation.

            NINTH: The corporation shall indemnify, to the full extent permitted
by Section 145 of the General Corporation Law of Delaware, as amended from time
to time, all persons whom it may indemnify pursuant thereto. The corporation may
adopt by-laws or enter into agreements with any such person for the purpose of
providing for such indemnification. No director shall be personally liable to
the corporation or any stockholder for monetary damages for breach of fiduciary
duty as a director, except for liability (i) pursuant to Section 174 of the
General Corporation Law of Delaware, (ii) for any breach of the director's duty
of loyalty to the corporation or its stockholders, (iii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law or (iv) for any transaction for which the director derived an improper
personal benefit. Neither the amendment nor repeal of this Article NINTH nor the
adoption of any provision of the Certificate of Incorporation inconsistent with
this Article NINTH, shall eliminate or reduce the effect of this Article NINTH
in respect of any matter occurring, or any



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cause of action, suit or claim that, but for this Article NINTH, would accrue or
arise, prior to such amendment, repeal or adoption of an inconsistent provision.

            TENTH: Election of directors need not be by written ballot.

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

            IN WITNESS WHEREOF, the undersigned has duly executed this
Certificate of Incorporation this 3rd day of March, 1995.



                                          /s/ Inge Lepore
                                          -----------------------
                                                Inge Lepore
                                                Incorporator





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