EXHIBIT 31(2)


CERTIFICATION  PURSUANT TO RULE 13-14(a) OF THE SECURITIES EXCHANGE ACTS OF 1934
AS ADOPTED  PURSUANT TO SECTION 302 OF THE  SARBANES-OXLEY  ACT OF 2002 OF CHIEF
EXECUTIVE AND CHIEF FINANCIAL OFFICER

      I, Marc Benou, President, Chief Operating Officer and Secretary of Conolog
Corporation (the "Registrant"), certify that:

      1.    I  have  reviewed  this  quarterly  report  on  Form  10-QSB  of the
            Registrant;

      2.    Based on my knowledge,  this  quarterly  report does not contain any
            untrue statement of a material fact or omit to state a material fact
            necessary to make the statements made, in light of the circumstances
            under which such  statements  were made, not misleading with respect
            to the period covered by this quarterly report;

      3.    Based on my knowledge, the financial statements, and other financial
            information included in this quarterly report, fairly present in all
            material respects the financial condition, results of operations and
            cash flows of the  registrant as of, and for, the periods  presented
            in quarterly report;

      4.    The registrant's  other certifying officer and I are responsible for
            establishing and maintaining  disclosure controls and procedures (as
            defined  in  Exchange  Act Rules  13a-15(e)  and  15d-15(e)  for the
            registrant and have:

            (a)   Designed  such  disclosure  controls and  procedures or caused
                  such  disclosure  controls and procedures to be designed under
                  our supervision,  to ensure that material information relating
                  to the registrant, including its consolidated subsidiaries, is
                  made known to us by others within those entities, particularly
                  during  the  period in which  this  quarterly  report is being
                  prepared;

            (b)   Designed such internal  control over financial  reporting,  or
                  caused such internal  control over  financial  reporting to be
                  designed  under  our   supervision,   to  provide   reasonable
                  assurance regarding the reliability of financial reporting and
                  the preparation of financial  statements for external purposes
                  in accordance with generally accepted accounting principles;

            (c)   Evaluated the  effectiveness  of the small  business  issuer's
                  disclosure  controls  and  procedures  and  presented  in this
                  report  our  conclusions   about  the   effectiveness  of  the
                  disclosure  controls  and  procedures,  as of  the  end of the
                  period covered by this report based on such evaluation; and

            (d)   Disclosed  in this  report  any  change in the small  business
                  issuer's  internal  control  over  financial   reporting  that
                  occurred during the small business issuer's most recent fiscal
                  quarter (the small business  issuer's fourth fiscal quarter in
                  the case of an annual report) that has materially affected, or
                  is reasonably likely to materially  affect, the small business
                  issuer's internal control over financial reporting.

      5.    The  registrant's  other  certifying  officers and I have disclosed,
            based on our most recent  evaluation,  to the registrant's  auditors
            and the audit  committee  of  registrant's  board of  directors  (or
            persons performing the equivalent function);

            (a)   All  significant  deficiencies  in the design or  operation of
                  internal   controls   which   could   adversely   affect   the
                  registrant's ability to record, process,  summarize and report
                  financial data; and

            (b)   Any fraud,  whether or not material,  that involves management
                  or  other  employees  who  have  a  significant  role  in  the
                  registrant's internal control over financial reporting


Date:  June 21, 2004

                                /s/ Marc Benou
                                ------------------------------------------------
                                Marc Benou
                                President, Chief Operating Officer and Secretary


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