Exhibit 3.i.(a)

                          CERTIFICATE OF INCORPORATION

                                       OF

                              TERRA CAPITAL, INC.

                                  ARTICLE ONE

               The name of the corporation is Terra Capital, Inc.

                                  ARTICLE TWO

        The address of the corporation's registered office in the State of
Delaware is 32 Loockerman Square, Suite L-100, in the City of Dover, County of
Kent 19904. The name of its registered agent at such address is The
Prentice-Hall Corporation System, Inc.

                                 ARTICLE THREE

        The nature of the business or purposes to be conducted or promoted 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.

                                  ARTICLE FOUR

        The total number of shares of stock which the corporation has authority
to issue is one thousand (1,000) shares of Common Stock, par value one cent
($0.01) per share.

                                  ARTICLE FIVE

        The name and mailing address of the sole incorporator are as follows:






                 NAME                        MAILING ADDRESS
                 ----                        ---------------

          Thaddine G. Gomez                200 East Randolph Drive
                                           Suite 5700
                                           Chicago, Illinois 60601

                                   ARTICLE SIX

        The corporation is to have perpetual existence.

                                 ARTICLE SEVEN

        In furtherance and not in limitation of the powers conferred by statute,
board of directors of the corporation is expressly authorized to make, alter or
repeal the by-laws of the corporation.

                                 ARTICLE EIGHT

        Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws of the corporation may provide. The books of the
corporation may be kept 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 by-laws
of the corporation. Election of directors need not be by written ballot unless
the by-laws of the corporation so provide.

                                  ARTICLE NINE

        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
this corporation shall not be liable to the corporation or its stockholders for
monetary damages for a breach of fiduciary duty as a director. Any repeal or
modification of this ARTICLE NINE shall not adversely affect any right or
protection of a director of the corporation existing at the time of such repeal
or modification.

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                                  ARTICLE TEN

        The corporation expressly elects not to be governed by (S)203 of the
General Corporation Law of the State of Delaware.

                                 ARTICLE ELEVEN

        The corporation reserves the right to amend, alter, change or repeal any
provision contained in this certificate of incororation in the manner now or
hereafter prescribed herein and by the laws of the State of Delaware, and all
rights conferred upon stockholders herein are granted subject to this
reservation.

        I, 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 the facts stated herein are true, and
accordingly have hereunto set my hand on the 10th day of October, 1994.


                                                  /s/ Thaddine G. Gomez
                                                  -----------------------
                                                  Thaddine G. Gomez
                                                  Sole Incorporator

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