Exhibit 3(a)





                          CERTIFICATE OF INCORPORATION
                                       OF
                                  WD-40 COMPANY



                                    ARTICLE I

         The name of the corporation (the "Corporation") is:

                                  WD-40 COMPANY


                                   ARTICLE II

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


                                   ARTICLE III

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


                                   ARTICLE IV

         The Corporation is authorized to issue only one class of stock, to be
designated "Common Stock." The total number of shares of Common Stock which the
Corporation is authorized to issue is Thirty-Six Million (36,000,000), with a
par value of $0.001 per share.


                                    ARTICLE V

         In addition to the requirements of applicable law and the other
provisions of this Certificate of Incorporation:

         1. The affirmative vote or consent of eighty-five percent (85%) of the
outstanding shares of Voting Stock (defined below) of the Corporation shall be
required for the adoption or authorization of a Business Combination (defined
below) unless:

                  (a) The Board of Directors of the Corporation shall have
         approved the proposed Business Combination prior to the date a
         Controlling Person (defined below) who proposes to enter into or be a
         party to or be involved in the Business Combination first became a
         Controlling Person; or





                  (b)      (i) The Business Combination will result in an
         involuntary sale, redemption, cancellation or other termination of
         ownership of all shares of Voting Stock of the Corporation owned by
         stockholders who do not vote in favor of, or consent in writing to, the
         Business Combination and the cash or fair value of other readily
         marketable consideration to be received by such stockholders for such
         shares shall at least be equal to the Minimum Price Per Share
         (defined below); and

                           (ii) A proxy statement responsive to the requirements
         of the Securities Exchange Act of 1934 (defined below) will be mailed
         to the stockholders of the Corporation for the purposes of soliciting
         stockholder approval of the proposed Business Combination. Such proxy
         statement shall allow individual Directors to express their opinion as
         to the relative merits of the proposed Business Combination in a
         prominent place therein; and

                           (iii) After the Controlling Person who proposes to
         enter into or be a party to or be involved in the Business Combination
         has become a Controlling Person and prior to the consummation of the
         proposed Business Combination:

                                    (1) except as approved by a unanimous vote
                  of the Directors, there shall have been no failure to declare
                  and pay at the regular date therefor any full quarterly
                  dividends (whether or not cumulative) on any outstanding
                  preferred stock;

                                    (2) there shall have been (A) no reduction
                  in the annual rate of dividends paid on the Common Stock
                  (except as necessary to reflect any subdivision of the Common
                  Stock), except as approved by a unanimous vote of the
                  Directors, and (B) an increase in such annual rate of
                  dividends as necessary to reflect any reclassification
                  (including any reverse stock split), recapitalization,
                  reorganization, or any similar transaction which has the
                  effect of reducing the number of outstanding shares of the
                  Common Stock, unless the failure so to increase such annual
                  rate is approved by a unanimous vote of the Directors; and

                                    (3) such Controlling Person shall have not
                  become the Beneficial Owner (defined below) of any additional
                  shares of Voting Stock except as part of the transaction which
                  results in such Controlling Person becoming a Controlling
                  Person; and

                           (iv) After such Controlling Person has become a
         Controlling Person, such Controlling Person shall not have received the
         benefit, directly or indirectly (except proportionately, solely in such
         Controlling Person's capacity as a stockholder of the Corporation), of
         any loans, advances, guarantees, pledges, or other financial assistance
         or any tax credits or other tax advantage provided by the Corporation,
         whether in anticipation of or in connection with the proposed Business
         Combination or otherwise.



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         2. For purposes of this Article V, the following definitions shall
apply:

                  (a) An "Affiliate" of the specified Person (defined below)
         shall mean a Person that directly, or indirectly through one or more
         intermediaries, controls, or is controlled by, or is under common
         control with the Person specified.

                  (b) An "Associate" of a specified Person shall mean (1) any
         corporation or organization of which such Person is an officer or
         partner or is, directly or indirectly the Beneficial Owner of five
         percent (5%) or more of any class of equity securities, (2) any trust
         or other estate in which such Person has a five percent (5%) or larger
         beneficial interest of any nature or as to which such Person serves as
         trustee or in a similar fiduciary capacity, (3) any spouse of such
         Person, and (4) any relative of such Person, or any relative of a
         spouse of such Person, who has the same residence as such Person or
         spouse.

                  (c) "Beneficial Ownership" of shares of Voting Stock shall
         include without limitation (i) all shares directly or indirectly owned
         by a Person, by an Affiliate of such Person or by an Associate of such
         Person or such Affiliate, (ii) all shares which such Person, Affiliate,
         or Associate has the right to acquire through the exercise of any
         option, warrant or right (whether or not currently exercisable),
         through the conversion of a security, pursuant to the power to revoke a
         trust, discretionary account or similar arrangement, or pursuant to the
         automatic termination of a trust, discretionary account or similar
         arrangement, and (iii) all shares which are beneficially owned,
         directly or indirectly, by any other Person with whom such
         first-mentioned Person, Affiliate, or Associate has, directly or
         indirectly, any contract, arrangement, understanding, relationship or
         otherwise (including without limitation any written or unwritten
         agreement to act in concert but specifically excluding any
         participation agreement, arrangement, understanding or relationship
         between or among any two or more commercial banks made or established
         in connection with and in furtherance of a bona fide lending
         arrangement with the Corporation and/or one or more Subsidiaries
         (defined below)) with respect to exercise of the voting power (which
         includes the power to vote or to direct the voting of such shares) or
         investment power (which includes the power to dispose or to direct the
         disposition of such shares, or both) incident to ownership of such
         shares.

                  (d) "Business Combination" shall mean (1) any merger or
         consolidation of the Corporation with or into a Controlling Person or
         Affiliate of a Controlling Person or Associate of such Controlling
         Person or Affiliate, (2) any sale, lease, exchange, transfer or other
         disposition, including without limitation a mortgage or any other
         security device, in a single transaction or series of related
         transactions, of all or any Substantial Part (defined below) of the
         assets of the Corporation, including without limitation any voting
         securities of a Subsidiary, or of a Subsidiary, to a Controlling Person
         or Affiliate of a Controlling Person or Associate of such Controlling
         Person or Affiliate, (3) any merger into the Corporation, or into a
         Subsidiary, of a Controlling Person or an Affiliate of a Controlling
         Person or an Associate of such Controlling Person or Affiliate, (4) any
         sale, lease, exchange, transfer or other disposition to the Corporation
         or a Subsidiary of all or any part of the assets of a Controlling
         Person or Affiliate of a Controlling Person or Associate of such
         Controlling Person or Affiliate, but not including any dispositions of
         assets which, if included with all other dispositions consummated
         during the same fiscal


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         year of the Corporation by the same Controlling Person, Affiliates
         thereof and Associates of such Controlling Person or Affiliates, would
         not result in dispositions during such year by all such Persons of
         assets having an aggregate fair value (determined at the time of
         disposition of the respective assets) in excess of one percent (1%) of
         the total consolidated assets of the Corporation (as shown on its
         certified balance sheet as of the end of the fiscal year preceding the
         proposed disposition), provided, however, that in no event shall any
         disposition of assets be excepted from stockholder approval by reason
         of the preceding exclusion if such disposition when included with all
         other dispositions consummated during the same, and immediately
         preceding nine, fiscal years of the Corporation by the same Controlling
         Person, Affiliates thereof and Associates of such Controlling Person or
         Affiliates, would result in dispositions by all such Persons of assets
         having an aggregate fair value (determined at the time of disposition
         of the respective assets) in excess of five percent (5%) of the total
         consolidated assets of the Corporation (as shown on its certified
         balance sheet as of the end of the fiscal year preceding the proposed
         disposition), (5) any reclassification of Common Stock of the
         Corporation, or any recapitalization involving Common Stock of the
         Corporation, consummated within ten years after the Controlling Person
         who proposes such reclassification or recapitalization becomes a
         Controlling Person, and (6) any agreement, contract or other
         arrangement providing for any of the transactions described in this
         definition of Business Combination, but, notwithstanding anything to
         the contrary herein, Business Combination shall not include any
         transaction involving a Controlling Person or Affiliate of a
         Controlling Person or Associate of such Controlling Person or Affiliate
         which is to be consummated or become effective after such Controlling
         Person has been a Controlling Person for at least ten years. A Person
         who is or was a Controlling Person as of (i) the time any definitive
         agreement relating to a Business Combination is entered into, (ii) the
         record date for the determination of stockholders entitled to notice of
         and to vote on a Business Combination, or (iii) immediately prior to
         the consummation of a Business Combination shall be deemed to be a
         Controlling Person for purposes of this definition.

                  (e) "Control" of a Person shall mean the possession, directly
         or indirectly, of the power to direct or cause the direction of the
         management and policies of such Person, whether through the ownership
         of voting securities, by contract or otherwise.

                  (f) "Controlling Person" shall mean any Person who
         Beneficially Owns a number of shares of Voting Stock of the
         Corporation, whether or not such number includes shares not then
         outstanding or entitled to vote, which exceeds a number equal to ten
         percent (10%) of the outstanding shares of Voting Stock of the
         Corporation, but does not include any one or a group of more than one
         of the members of the Board of Directors of the Corporation who (i)
         were members of the Board of Directors on the date this Article V
         became effective, (ii) are members of the Board of Directors promptly
         following the merger of WD-40 Company, a California corporation, with
         and into the Corporation, or (iii) were first elected as Directors
         prior to the date a Controlling Person who proposes to enter into or be
         a party to or be involved in a Business Combination became a
         Controlling Person.

                  (g) "Minimum Price Per Share" shall mean the sum of (a) the
         higher of (i) the highest gross per share price paid or agreed to be
         paid to acquire any shares of Voting Stock of the Corporation
         Beneficially Owned by a Controlling Person, provided such



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         payment or agreement to make payment was made within ten years
         immediately prior to the record date set to determine the stockholders
         entitled to vote or consent to the Business Combination in question, or
         (ii) the highest per share closing public market price for such Voting
         Stock during such ten-year period, plus (b) the aggregate amount, if
         any, by which ten percent (10%) for each year, beginning on the date on
         which such Controlling Person became a Controlling Person, of such
         higher per share price exceeds the aggregate amount of all Common Stock
         dividends per share paid in cash since the date on which such Person
         became a Controlling Person. The calculation of the Minimum Price Per
         Share shall require appropriate adjustments for capital changes,
         including without limitation stock splits, stock dividends and reverse
         stock splits.

                  (h) "Person" shall mean an individual, a corporation, a
         partnership, an association, a limited liability company, a joint-stock
         company, a trust, any unincorporated organization, a government or
         political subdivision thereof and any other entity (other than the
         Corporation, its Subsidiaries or a trustee holding stock for the
         benefit of employees of the Corporation or its Subsidiaries, or any one
         of them, pursuant to one or more employee benefit plans or
         arrangements).

                  (i) "Securities Exchange Act of 1934" shall mean the
         Securities Exchange Act of 1934, as amended from time to time, as well
         as any successor or replacement statute.

                  (j) "Subsidiary" shall mean any corporation more than
         twenty-five percent (25%) of whose outstanding securities representing
         the right to vote for the election of Directors is Beneficially Owned
         by the Corporation and/or one or more Subsidiaries.

                  (k) "Substantial Part" shall mean more than ten percent (10%)
         of the total assets of the corporation in question, as shown on its
         certified balance sheet as of the end of the most recent fiscal year
         ending prior to the time the determination is being made.

                  (l) "Voting Stock" of the Corporation shall mean all
         outstanding shares of Capital Stock of the Corporation entitled to vote
         generally in the election of Directors, and each reference to a
         proportion of shares of Voting Stock shall refer to such proportion of
         the votes entitled to be cast by such shares.

         3. This Article V shall not be altered, changed or repealed unless the
amendment effecting such alteration, change or repeal shall have received the
affirmative vote or consent of eighty-five percent (85%) of the outstanding
shares of Common Stock of the Corporation; PROVIDED, HOWEVER, that this
Paragraph 3 shall not apply to, and such vote shall not be required for, any
such alteration, change or repeal recommended to stockholders by a unanimous
vote of the Directors and any such alteration, change or repeal so recommended
shall require only the vote, if any, required under the applicable provisions of
the General Corporation Law of the State of Delaware (as amended from time to
time).

         4. A Controlling Person shall be subject to all fiduciary and other
standards of conduct and obligations imposed by law.

         5. The provisions of this Article V are severable: if any provision is
held by a court



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of competent jurisdiction to be invalid, void or unenforceable, the remaining
provisions shall continue in full force without being impaired or invalidated in
any way.


                                   ARTICLE VI

         The number of Directors which constitute the whole Board of Directors
of the Corporation shall be as specified in the Bylaws of the Corporation.


                                   ARTICLE VII

         In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make, amend, rescind
or repeal the Bylaws of the Corporation.

                                  ARTICLE VIII

         Elections need not be by ballot unless otherwise specified in the
Bylaws of the Corporation; PROVIDED, HOWEVER, that all elections for Directors
must be by ballot upon any demand made by a stockholder at the meeting and
before the voting begins.


                                   ARTICLE IX

         Meetings of stockholders may be held within or without the State of
Delaware, as the Bylaws of the Corporation may provide. The books of the
Corporation may be kept (subject to any provision contained in the General
Corporation Law of the State of Delaware) outside the State of Delaware at such
place or places as may be designated from time to time by the Board of Directors
or in the Bylaws of the Corporation.


                                    ARTICLE X

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


                                   ARTICLE XI

         1. A Director's liability to the Corporation for breach of any duty to
the Corporation or its stockholders shall be limited to the fullest extent
permissible by the laws of the State of Delaware as now in effect or hereafter
amended. In particular, no Director shall be liable to the Corporation or any of
its stockholders for monetary damages for breach of fiduciary duty as a
Director, except for liability (a) for any breach of the Director's duty of
loyalty to the Corporation or its stockholders, (b) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (c) under Section 174 of the General Corporation Law



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of the State of Delaware, as the same exists or hereafter may be amended, or (d)
for any transaction from which the Director derived an improper personal
benefit.

         2. Any repeal or modification of the foregoing paragraph shall not
adversely affect any right or protection of a Director existing at the time of
such repeal or modification.

         3. If the General Corporation Law of the State of Delaware is amended
to authorize corporate action further eliminating or limiting the liability of
directors, then a Director, in addition to the circumstances in which he or she
is not now liable, shall be free of liability to the fullest extent permitted by
the General Corporation Law of the State of Delaware, as so amended.


                                   ARTICLE XII

         1. The Corporation shall be authorized to indemnify its officers,
Directors, employees and agents to the fullest extent permitted by the General
Corporation Law of the State of Delaware, which power to indemnify shall
include, without limitation, the power to enter into indemnification agreements
and amendments thereto upon such terms as the Board of Directors shall deem
advisable.

         2. Any repeal or modification of the foregoing paragraph shall not
adversely affect any right or protection of any officer, Director, employee or
agent of the Corporation existing at the time of, or increase the liability of
any Director with respect to any acts or omissions of any officer, Director,
employee or agent of the Corporation occurring prior to, such repeal or
modification.


                                  ARTICLE XIII

         The name and mailing address of the incorporator of the Corporation is:

         Thomas J. Tranchina
         WD-40 COMPANY
         1061 Cudahy Place
         San Diego, CA  92110



         THE UNDERSIGNED incorporator, for the purpose of forming a corporation
pursuant to the General Corporation Law of the State of Delaware, hereby
acknowledges that the foregoing Certificate of Incorporation is his act and deed
and that the facts stated therein are true.


Dated: October 22, 1999                       /s/
                                            ------------------------------------
                                              Thomas J. Tranchina



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