SCHEDULE 14A
                                 (RULE 14a-101)

                     INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14a INFORMATION

           PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
                      EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant |X|

Filed by a Party other than the Registrant |_|

Check the appropriate box:


|_|  Preliminary Proxy Statement
|X|  Definitive Proxy Statement
|_|  Definitive Additional Materials
|_|  Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
|_|  Confidential, for the Use of the Commission Only (as permitted by Rule
     14a-6(e)(2))


                               CONOLOG CORPORATION

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                (Name of Registrant as Specified in Its Charter)

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Payment of Filing Fee (Check the appropriate box):

|X|  No fee required.

|_|  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

     (1)  Title of each class of securities to which transaction applies:

     ---------------------------------------------------------------------------

     (2)  Aggregate number of securities to which transaction applies:

     ---------------------------------------------------------------------------

     (3)  Per unit  price  or other  underlying  value of  transaction  computed
          pursuant to Exchange  Act Rule 0-11 (Set forth the amount on which the
          filing fee is calculated and state how it was determined):

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<PAGE>

     (4)  Proposed maximum aggregate value of transaction:

     ---------------------------------------------------------------------------

     (5)  Total fee paid:

     ---------------------------------------------------------------------------

|_|  Fee paid previously with preliminary materials.

|_|  Check box if any part of the fee is offset as provided by Exchange Act Rule
     0-11(a)(2) and identify the filing for which the offsetting fee was paid
     previously. Identify the previous filing by registration statement number,
     or the Form or Schedule and the date of its filing.

     (1)  Amount Previously Paid:

     ---------------------------------------------------------------------------

     (2)  Form, Schedule or Registration Statement No.:

     ---------------------------------------------------------------------------

     (3)  Filing Party:

     ---------------------------------------------------------------------------

     (4)  Date Filed:

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<PAGE>

                               CONOLOG CORPORATION
                                 5 Columbia Road
                          Somerville, New Jersey 08876

                                   ----------

                    NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
                           TO BE HELD JANUARY 6, 2003

                                   ----------

TO THE SHAREHOLDERS OF
  CONOLOG CORPORATION

      NOTICE IS HEREBY GIVEN that a Special  Meeting of  Shareholders of CONOLOG
CORPORATION (the "Company"), a Delaware corporation, will be held at the offices
of Milberg Weiss Bershad Hynes & Lerach LLP, One  Pennsylvania  Plaza, New York,
New York 10119,  on Monday,  January 6, 2003, at 4:00 p.m.,  local time, for the
following purposes:

            1. To consider  and act upon a proposal to approve an  amendment  to
      the  Certificate  of  Incorporation  of the  Company  to give  effect to a
      one-for-ten reverse stock split of the common stock of the Company; and

            2. To transact  such other  business as may properly come before the
      meeting or any adjournment or adjournments thereof.

      The Board of  Directors  has fixed the close of business  on November  25,
2002 as the record date for the meeting and only  holders of shares of record at
that time will be entitled  to notice of and to vote at the  Special  Meeting of
Shareholders or any adjournment or adjournments thereof.

                                          By order of the Board of Directors.

                                          /s/ ROBERT S. BENOU

                                          ROBERT S. BENOU
                                          Chairman and Chief Executive Officer

Somerville, New Jersey
December 10, 2002

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                                    IMPORTANT

               IF YOU CANNOT PERSONALLY ATTEND THE MEETING, IT IS
               REQUESTED THAT YOU INDICATE YOUR VOTE ON THE ISSUES
             INCLUDED ON THE ENCLOSED PROXY AND DATE, SIGN AND MAIL
                IT IN THE ENCLOSED SELF-ADDRESSED ENVELOPE WHICH
               REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES
--------------------------------------------------------------------------------
<PAGE>

                               CONOLOG CORPORATION
                                 5 Columbia Road
                          Somerville, New Jersey 08876

                                   ----------

                          P R O X Y   S T A T E M E N T
                                       for
                         SPECIAL MEETING OF SHAREHOLDERS
                          to be held on January 6, 2003

                                   ----------

                                                               December 10, 2002

      The  enclosed  proxy is  solicited  by the Board of  Directors  of Conolog
Corporation, a Delaware corporation (the "Company") in connection with a Special
Meeting of Shareholders to be held at the offices of Milberg Weiss Bershad Hynes
& Lerach  LLP,  One  Pennsylvania  Plaza,  New York,  New York  10119 on Monday,
January 6, 2003, at 4:00 p.m., local time, and any adjournments thereof, for the
purposes set forth in the accompanying  Notice of Meeting.  Unless instructed to
the contrary on the proxy, it is the intention of the persons named in the proxy
to vote the proxies in favor of an amendment to the Certificate of Incorporation
to give  effect  to a  one-for-ten  reverse  split  of the  common  stock of the
Company.  The  record  date with  respect to this  solicitation  is the close of
business on November 25, 2002 and only  shareholders of record at that time will
be  entitled  to vote at the  meeting.  The  principal  executive  office of the
Company is 5 Columbia  Road,  Somerville,  New Jersey  08876,  and its telephone
number is (908) 722-8081. The shares represented by all validly executed proxies
received in time to be taken to the meeting and not  previously  revoked will be
voted at the meeting.  This proxy may be revoked by the  shareholder at any time
prior to its being voted by filing with the  Secretary  of the Company  either a
notice of revocation or a duly executed  proxy bearing a later date.  This proxy
statement and the accompanying proxy were mailed to you on or about December 10,
2002.

                    OUTSTANDING SHARES; QUORUM; REQUIRED VOTE


      The  number of  outstanding  shares  entitled  to vote at the  meeting  is
6,080,803  common shares,  par value $.01 per share,  not including 2,203 common
shares held in treasury. Each common share is entitled to one vote. The presence
in person or by proxy at the  Special  Meeting of the  holders of a majority  of
such shares  shall  constitute  a quorum.  There is no  cumulative  voting.  The
affirmative  vote of the holders of a majority of the total  outstanding  common
shares is necessary to approve the amendment to the Certificate of Incorporation
to give effect to a one- for-ten  reverse stock split of the common stock of the
Company.


      Votes  shall be  counted  by one or more  persons  who shall  serve as the
inspectors of election.  The inspectors of election will canvas the shareholders
present  in  person  at the  meeting,  count  their  votes  and  count the votes
represented by proxies  presented.  Abstentions  and broker nonvotes are counted
for purposes of determining the number of shares represented at the meeting, but
are deemed  not to have  voted on the  proposal.  Broker  nonvotes  occur when a
broker  nominee (which has voted on one or more matters at the meeting) does not
vote on one or more other  matters at the  meeting  because it has not  received
instructions   to  so  vote  from  the  beneficial   owner  and  does  not  have
discretionary authority to so vote.
<PAGE>

                             PRINCIPAL SHAREHOLDERS

      The  following  table  sets  forth,  as  of  November  25,  2002,  certain
information  concerning stock ownership of the Company by (i) each person who is
known by the Company to own beneficially more than 5% of the outstanding  common
shares  of the  Company,  (ii)  each of the  Company's  directors  and (iii) all
current  directors  and officers of the Company as a group.  Except as otherwise
indicated,  all such persons have both sole voting and investment power over the
shares shown as being beneficially owned by them.


     Name and Address of                     Amount and Nature        Percent
      Beneficial Owner                    of Beneficial Ownership     of Class
     -------------------                  -----------------------     --------
Robert S. Benou  (1) ....................          230,000              3.7%

Arpad J. Havasy  (1) ....................           22,500              0.3%

Marc R. Benou  (1) ......................          181,797              2.9%

Louis Massad  (1) .......................           20,375              0.3%

Thomas Fogg  (1) ........................           42,000              0.6%

Edward J. Rielly  (1) ...................           15,000              0.2%

Clog II LLC (2) .........................          583,666              9.5%

All Executive Officers and Directors
as a Group (6 Persons) ..................          511,672              8.4%


----------
(1)   The address for these individuals is c/o Conolog  Corporation,  5 Columbia
      Road, Somerville, New Jersey 08876.


(2)   The amounts shown for Clog II LLC ("Clog II") includes  142,490  shares of
      the Company's  common stock held by Clog II, and 441,176  shares of common
      stock  issuable upon the  conversion of debentures  that Clog II holds the
      option to  purchase  (the  "Common  Shares").  The option  held by Clog II
      expired  on  November  29,  2002.  While  Clog II holds any of the  Common
      Shares, it must vote these shares in the same manner and proportion as the
      other  shareholders  of the  Company  (e.g.,  if a  shareholder  vote on a
      proposal  is required  and,  of the votes cast,  60% vote for and 40% vote
      against the  proposal,  the Common  Shares will be voted 60% for,  and 40%
      against the proposal).  Warren Schreiber, a member and manager, of Clog II
      is deemed to  beneficially  own the shares of Clog II. The mailing address
      for Clog II and Mr. Schreiber is 64 Shelter Lane, Roslyn, New York 11557.


               PROPOSAL TO AMEND THE CERTIFICATE OF INCORPORATION
               TO GIVE EFFECT TO A ONE-FOR-TEN REVERSE STOCK SPLIT
                       OF THE COMMON STOCK OF THE COMPANY.


      The Board of Directors is recommending  that the  shareholders  approve an
amendment to the  Company's  Certificate  of  Incorporation  to give effect to a
one-for-ten reverse stock split of the shares of the common stock of the Company
(the  "Reverse  Stock  Split").  The shares of common  stock of the Company have
traded infrequently and at very low prices for some time. The Board of Directors
has  authorized  the  Reverse  Stock  Split to reduce the number of  outstanding
shares with the  expectation  that each share will trade at a higher  price.  In
addition,  Nasdaq  Marketplace Rule 4310 requires that in order for common stock
to continue to be eligible for quotation on the Nasdaq  SmallCap Market Inc., it
must have a minimum  bid price per share of $1.00,  as well as  meeting  certain
other requirements. The Company's common stock has traded below $1.00 since June
26, 2002.  In August,  2002,  the Company  received  correspondence  from Nasdaq
stating that it has until  February 3, 2003 to regain  compliance  with Nasdaq's
bid price rule. If the Company cannot  demonstrate  compliance with this rule by
February 3, 2003,  Nasdaq will  determine  whether the Company meets the initial
listing  criteria  for  the  Nasdaq  SmallCap  Market  under   Marketplace  Rule
4310(c)(2)(a).  If the Company meets the initial listing criteria,  it will have
180 days to demonstrate compliance with NASDAQ's bid price rule. Otherwise,  the
Company will  receive  notification  that its  securities  will be delisted.  We
believe that in order to maintain the Company's  Nasdaq SmallCap Market listing,
the  implementation  of the Reverse Stock Split is in the best  interests of the
Company and its stockholders.

      A delisting of the  Company's  common stock may  materially  and adversely
affect a holder's ability to dispose of, or to obtain accurate  quotations as to
the market value of, the common stock. In addition,  any delisting may cause the
common  stock to be  subject to "penny  stock"  regulations  promulgated  by the
Securities and Exchange Commission.  Under such regulations,  broker-dealers are
required to, among other things, comply with disclosure



                                       2
<PAGE>


and  special  suitability  determinations  prior to the sale of shares of common
stock.  If the common stock  becomes  subject to these  regulations,  the market
price of the common stock and the  liquidity  thereof  could be  materially  and
adversely affected.


      Stockholders   should  recognize  that  if  the  Reverse  Stock  Split  is
effectuated,  they will own 10% of the number of shares they  presently  own and
that there can be no  assurance  that the market price of the common stock will,
in fact,  correspondingly  increase by 10 times  following  consummation  of the
Reverse  Stock Split or,  even if such price  increases  by 10 times,  such post
Reverse Stock Split market price will be sustained.  Also, the possibility  does
exist that liquidity  could be materially and adversely  affected by the reduced
number of shares  that  would be  outstanding  after the  Reverse  Stock  Split.
Consequently,  there can be no  assurance  that the  Reverse  Stock  Split  will
achieve the desired results that have been outlined above.

      Except as a result  of the  receipt  by some  stockholders  of  additional
shares as a result of rounding up  fractional  shares as  described  below,  the
Reverse Stock Split,  in itself,  will not affect any  stockholder's  percentage
holdings in the Company.

      The Reverse Stock Split is a  transaction  rather than the first step in a
series of transactions  and will not cause the Company's common stock to be held
of record by less than 300 persons.


      The authorized  capital stock of the Company consists of 20,000,000 shares
of common stock and 2,000,000 shares of preferred stock. There will be no change
in the  number of  authorized  capital  stock as a result of the  Reverse  Stock
Split.  As of November 25, 2002,  the Company had  6,080,803  shares  issued and
outstanding (not including treasury shares). The Reverse Stock Split will reduce
this number to 608,080 (not including treasury shares).

      If the  amendment is approved by the  Company's  stockholders,  and if the
Board of Directors  in its  discretion  still  believes at that time the Reverse
Stock Split is in the best  interests of the Company and its  stockholders,  the
Company will file an  amendment to its  Certificate  of  Incorporation  with the
Secretary  of State of Delaware  after the Board of  Directors  vote in favor of
effecting the Reverse  Split.  The Reverse Stock Split will become  effective on
the  opening of  business  on the day  following  the record  date stated in the
amended Certificate of Incorporation (the "Effective Date") and the stockholders
who held Shares of the Company's common stock as of the close of business on the
record date ("Record Holders") will be notified as soon as practicable after the
Effective  Date that the Reverse  Stock Split has been  effected.  The Company's
transfer agent will act as its exchange agent (the "Exchange  Agent") to act for
the Record Holders in implementing the exchange of their certificates.


      As soon as practicable  after the Effective  Date,  Record Holders will be
notified and requested to surrender their  certificates  representing  shares of
pre-split  common stock ("Old Common  Stock") to the Exchange  Agent in exchange
for certificates  representing post-split common stock ("New Common Stock"). One
share of New Common Stock will be issued in exchange for each ten (10) shares of
Old Common Stock. Any fractional shares resulting from the Reverse Split will be
rounded  up to  the  nearest  whole  number.  For  Record  Holders  of  multiple
certificates,  the  Company  will  aggregate  the shares and divide by the split
ratio.  In the case of street name holders,  the Company's  transfer  agent will
convert the  certificates in accordance with  instructions  from the street name
holders.  Any  certificates  for shares of Old Common  Stock not so  surrendered
shall be deemed to  represent  one share of New Common Stock for each ten shares
of Old Common Stock previously represented by such certificate.

      The number of shares which will result in fractional  interests  cannot be
precisely  predicted  as the Company  cannot  determine in advance the number of
stockholders  whose total  holdings  are not evenly  divisible by ten. It is not
anticipated  that a substantial  number of shares will be required to be issued.
The proposed amendment is set forth in Exhibit A.

                                  OTHER MATTERS

      The Board of  Directors  does not know of any  matters  other  than  those
mentioned  above to be presented to the  meeting.  If any other  matters do come
before  the  meeting,  the  persons  named  in the  proxy  will  exercise  their
discretion in voting thereof.


                                       3
<PAGE>

                              SHAREHOLDER PROPOSALS

      Proposals by any shareholders  intended to be presented at the next Annual
Meeting of  Shareholders  must be  received  by the  Company  for  inclusion  in
material relating to such meeting no later than February 1, 2003.

                                    EXPENSES

      All expenses in connection  with  solicitation of proxies will be borne by
the Company.  Officers and regular  employees of the Company may solicit proxies
by personal interview and telephone and telegraph.  Brokerage houses,  banks and
other custodians,  nominees and fiduciaries will be reimbursed for out-of-pocket
and reasonable expenses incurred in forwarding proxies and proxy statements.

                                    By Order of the Board of Directors,

                                    /s/ ROBERT S. BENOU

                                    ROBERT S. BENOU
                                    Chairman & Chief Executive Officer


                                       4
<PAGE>

                            Certificate of Amendment                   Exhibit A
                                       of
                          Certificate of Incorporation
                                       of
                               CONOLOG CORPORATION

                                   ----------

            Under Section 242 of the Delaware General Corporation Law

                                   ----------

      Conolog Corporation,  a corporation  organized and existing under the laws
of the State of Delaware (the "Corporation") hereby certifies as follows:

      1. The Certificate of  Incorporation  of the Corporation is hereby amended
by changing  the  article  thereof  numbered  fourth so that,  as amended,  said
Article FOURTH shall be and read as follows:

      "FOURTH:  The total  number of shares of all  classes of stock which
      the  Corporation  is  authorized  to  issue  is  twenty-two  million
      (22,000,000)  shares, of which two million (2,000,000) shares having
      a par  value of $.50 per  share are to be  classified  as  Preferred
      Stock and twenty million  (20,000,000)  shares having a par value of
      $.01 per share are to be classified as Common Stock.

      Each ten (10) shares of the  Corporation's  Common Stock,  par value
      $.01 per share,  issued and  outstanding as of the close of business
      on  _________________  (the "Record  Date")  shall be converted  and
      reclassified into one (1) share of the  Corporation's  Common Stock,
      par value $.01 per share. Any fractional  shares resulting from such
      conversion will be rounded up to the nearest whole number."

      2. The foregoing  amendment  has been duly adopted in accordance  with the
provisions  of  Section  242 of the  General  Corporation  law of the  State  of
Delaware  by the vote of a majority  of each class of  outstanding  stock of the
Corporation entitled to vote thereon.

      IN  WITNESS  WHEREOF,  I  have  signed  this  Certificate  this  __ day of
_________, ____.

                                           ----------------------------------
                                                    ROBERT S. BENOU
                                           Chairman & Chief Executive Officer
<PAGE>

                               CONOLOG CORPORATION

                                      PROXY

Special Meeting of Shareholders - January 6, 2003.

      The undersigned  shareholder of Conolog Corporation (the "Company") hereby
appoints  Robert S. Benou the attorney and proxy of the  undersigned,  with full
power of substitution,  to vote, as indicated  herein,  all the common shares of
the Company  standing in the name of the undersigned at the close of business on
November 25, 2002 at the Special  Meeting of  Shareholders  of the Company to be
held  at  the  offices  of  Milberg  Weiss  Bershad  Hynes  &  Lerach  LLP,  One
Pennsylvania  Plaza,  New York, New York 10119 at 4:00 p.m.,  local time, on the
6th day, January,  2003, and at any and all adjournments  thereof,  with all the
powers the undersigned  would possess if then and there  personally  present and
especially  (but  without  limiting the general  authorization  and power hereby
given) to vote as indicated  on the  proposals,  as more fully  described in the
Proxy Statement for the meeting.

(Please fill in the reverse side and return promptly in the enclosed envelope.)

<PAGE>

Please mark boxes |o| or |X| in blue or black ink.

1.    Proposal to amend the  Certificate  of  Incorporation  to give effect to a
      one-for-ten reverse stock split of the common stock of the Company.

      For |_| Against |_| Abstain |_|

2.    In their  discretion,  the Proxies are  authorized to vote upon such other
      business as may  properly  come before the meeting or any  adjournment  or
      adjournments thereof.

      For |_| Against |_| Abstain |_|

THIS  PROXY IS  SOLICITED  BY THE BOARD OF  DIRECTORS  AND WILL BE VOTED FOR THE
ABOVE PROPOSALS UNLESS OTHERWISE INDICATED.

                                                 SIGNATURE(S) should be exactly
                                                 as name or names appear on
                                                 this proxy. If stock is held
[Sign, Date and Return the Proxy Card            jointly, each holder should
Promptly Using the Enclosed Envelope.]           sign. If signing is by
                                                 attorney, executor,
                                                 administrator, trustee or
                                                 guardian, please give full
                                                 title.


                                                 Dated _____________, 200__


                                                 -------------------------------
                                                 Signature


                                                 -------------------------------
                                                 Print Name


                                                 -------------------------------
                                                 Signature


                                                 -------------------------------
                                                 Print Name