SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-QSB

(x) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED January 31, 2008

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ____________________

Commission file number 0-8174

Conolog Corporation(Exact name of registrant as specified in its charter)

|Delaware                                      |  | 22-1847286                            
|--------------------------------------------- |  | --------------------------------------
|(State or other jurisdiction of organization) |  | (I. R. S. Employer Identification No.)

5 Columbia RoadSomerville, NJ 08876(Address of principal executive offices and zip code)

Registrant's telephone number, including area code: (908) 722-8081

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required
 to file such report(s), and (2) has been subject to such filing requirement for the past 90 days.     YES   x     NO

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PROCEEDING FIVE YEARS.

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15 (d) of the Securities Exchange Act of 1934 subsequently to the
distribution of securities under a plan confirmed by a court. YES _______ NO _______

APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the
number of shares outstanding of each of the issuer's classes
of common stock,
as of the latest practicable date.

|                                |  | Shares Outstanding
          at March 3, 2008
|------------------------------- |  | ---------------------------------------------
|Class                           |  | (Inclusive
            of Treasury Stock)    
|                               
|Common Stock, $0.01
        par |  | 5,718,664                                    
|value                           |  |                                              

---



INDEX

|PART I  |  | FINANCIAL INFORMATION                                                                                      
|------- |  | -----------------------------------------------------------------------------------------------------------
|        |  |                                                                                                            
|Item 1. |  | CONDENSED CONSOLIDATED FINANCIAL STATEMENTS                                                                
|        |  |                                                                                                            
|        |  | Condensed Consolidated Balance Sheets as of January 31, 2008 (Unaudited) and July 31, 2007 (Audited)       
|        |  |                                                                                                            
|        |  | Condensed Consolidated Statement of Operations for the three and six months ended January 31, 2008 and 2007
|        |  | (Unaudited)                                                                                                
|        |  |                                                                                                            
|        |  | Condensed Consolidated Statements of Cash Flows for the six months ended January 31, 2008 and 2007         
|        |  | (Unaudited)                                                                                                
|        |  |                                                                                                            
|        |  | Notes to Condensed Consolidated Financial Statements (Unaudited)                                           
|        |  |                                                                                                            
|Item 2. |  | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF                                 
|        |  | OPERATIONS AND FINANCIAL CONDITION                                                                         
|        |  |                                                                                                            
|Item 3. |  | CONTROLS AND PROCEDURES                                                                                    
|       
|       
|PART II |  | OTHER INFORMATION                                                                                          
|        |  |                                                                                                            
|Item 1. |  | LEGAL PROCEEDINGS                                                                                          
|        |  |                                                                                                            
|Item 2. |  | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS                                                
|        |  |                                                                                                            
|Item 3. |  | DEFAULTS UPON SENIOR SECURITIES                                                                            
|        |  |                                                                                                            
|Item 4. |  | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                                        
|        |  |                                                                                                            
|Item 5. |  | OTHER INFORMATION                                                                                          
|        |  |                                                                                                            
|Item 6. |  | EXHIBITS                                                                                                   
|       
|       
|        |  | SIGNATURES AND CERTIFICATIONS                                                                              



2

---



CONOLOG CORPORATION AND SUBSIDIARIESCondensed Consolidated Balance Sheets(Unaudited)

|ASSETS                                                                                         |  |   | January 31, 2008 |   |   | July 31, 2007 |  
|---------------------------------------------------------------------------------------------- |  | - | ---------------- | - | - | ------------- | -
|                                                                                               |  |   | (Unaudited)      |   |   | (Audited)     |  
|Current Assets:                                                                                |  |   |                  |   |   |               |  
|Cash and Cash equivalents                                                                      |  | $ | 518,014          |   | $ | 687,011       |  
|Certificate of deposit                                                                         |  |   | 2,210,696        |   |   | 2,037,330     |  
|Accounts receivable - net of allowance                                                         |  |   | 143,430          |   |   | 64,768        |  
|Prepaid expenses                                                                               |  |   | 65,918           |   |   | 2,320         |  
|Current portion of note receivable                                                             |  |   | 14,864           |   |   | 14,864        |  
|Inventory                                                                                      |  |   | 521,090          |   |   | 538,854       |  
|Other current assets                                                                           |  |   | 445,136          |   |   | 445,136       |  
|                                                                                              
|Total Current Assets                                                                           |  |   | 3,919,148        |   |   | 3,790,283     |  
|                                                                                              
|Property and equipment:                                                                        |  |   |                  |   |   |               |  
|Machinery and equipment                                                                        |  |   | 1,357,053        |   |   | 1,357,053     |  
|Furniture and fixtures                                                                         |  |   | 429,765          |   |   | 429,765       |  
|Automobiles                                                                                    |  |   | 34,097           |   |   | 34,097        |  
|Computer software                                                                              |  |   | 209,380          |   |   | 209,380       |  
|Leasehold improvements                                                                         |  |   | 30,265           |   |   | 30,265        |  
|Total property and equipment                                                                   |  |   | 2,060,560        |   |   | 2,060,560     |  
|Less: accumulated depreciation                                                                 |  |   | (1,939,725       | ) |   | (1,927,725    | )
|Net Property and Equipment                                                                     |  |   | 120,835          |   |   | 132,835       |  
|                                                                                              
|Other Assets:                                                                                  |  |   |                  |   |   |               |  
|Deferred financing fees, net of amortization                                                   |  |   | 547,400          |   |   | 799,770       |  
|Note receivable, net of current portion                                                        |  |   | 86,708           |   |   | 94,140        |  
|                                                                                              
|Total Other Assets                                                                             |  |   | 634,108          |   |   | 893,910       |  
|                                                                                              
|TOTAL ASSETS                                                                                   |  | $ | 4,674,091        |   | $ | 4,817,028     |  
|                                                                                              
|The accompanying notes are an integral part of the condensed consolidated financial statements |  |   |                  |  

3

---



CONOLOG CORPORATION AND SUBSIDIARIESCondensed Consolidated Balance Sheets(Unaudited)

|LIABILITIES AND STOCKHOLDERS' EQUITY                                                           |  |   | January 31, 2008 |   |  |   | July 31, 2007 |  
|---------------------------------------------------------------------------------------------- |  | - | ---------------- | - |  | - | ------------- | -
|                                                                                               |  |   | (Unaudited)      |   |  |   | (Audited)     |  
|Current Liabilities:                                                                           |  |   |                  |   |  |   |               |  
|Accounts payable                                                                               |  | $ | 121,507          |   |  | $ | 134,112       |  
|Accrued expenses                                                                               |  |   | 20,580           |   |  |   | 27,433        |  
|Total Current Liabilities                                                                      |  |   | 142,087          |   |  |   | 161,545       |  
|                                                                                              
|Non-Current Liabilities:                                                                       |  |   |                  |   |  |   |               |  
|Convertible Debenture - net of discount                                                        |  |   | 1,035,461        |   |  |   | 1,226,605     |  
|Total Liabilities                                                                              |  |   | 1,177,548        |   |  |   | 1,388,150     |  
|                                                                                              
|Stockholders' Equity                                                                           |  |   |                  |   |  |   |               |  
|Preferred stock, par value $.50; Series A; 4% cumulative;                                      |  |   |                  |   |  |   |               |  
|162,000 shares authorized; 155,000 shares issued and                                           |  |   |                  |   |  |   |               |  
|outstanding at January 31, 2008 and July 31, 2007, respectively.                               |  |   | 77,500           |   |  |   | 77,500        |  
|Preferred stock, par value $.50; Series B; $.90 cumulative;                                    |  |   |                  |   |  |   |               |  
|2,000,000 shares authorized; 1,197 shares issued and outstanding                               |  |   |                  |   |  |   |               |  
|at January 31, 2008 and July 31, 2007,
 respectively.                                          |  |   | 597              |   |  |   | 597           |  
|Common stock, par value $0.01; 30,000,000 shares authorized;                                   |  |   |                  |   |  |   |               |  
|5,718,664 and 3,875,542 shares issued and outstanding at                                       |  |   |                  |   |  |   |               |  
|January 31, 2008 and July 31, 2007 respectively including 220 shares                           |  |   |                  |   |  |   |               |  
|held in treasury.                                                                              |  |   | 57,187           |   |  |   | 38,756        |  
|Contributed capital                                                                            |  |   | 48,242,389       |   |  |   | 44,736,087    |  
|Accumulated deficit                                                                            |  |   | (44,029,396      | ) |  |   | (39,852,328   | )
|Treasury shares at cost                                                                        |  |   | (131,734         | ) |  |   | (131,734      | )
|Deferred compensation                                                                          |  |   | (659,700         | ) |  |   | (1,319,400    | )
|Prepaid consulting                                                                             |  |   | (60,300          | ) |  |   | (120,600      | )
|                                                                                              
|Total Stockholders Equity                                                                     |  |   | 3,496,543        |   |  |   | 3,428,878     |  
|                                                                                              
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                     |  | $ | 4,674,091        |   |  | $ | 4,817,028     |  
|                                                                                              
|The accompanying notes are an integral part of the condensed consolidated financial statements |  |   |                  |   | 

4





---

CONOLOG CORPORATION AND SUBSIDIARIESCondensed Consolidated Statements of Operations(Unaudited)

|                                                                                               |  | For the Three Months |            |   | For the Six Months |           
|---------------------------------------------------------------------------------------------- |  | -------------------- | ---------- | - | ------------------ | ----------
|                                                                                               |  | Ended January 31,    |            |   | Ended January 31,  |           
|                                                                                               |  | 2008                 |            |   | 2007               |           
|OPERATING REVENUES                                                                             |  |                      |            |   |                    |           
|Product revenue                                                                                |  | $                    | 338,174    |   | $                  | 144,663   
|Cost of product revenue                                                                        |  |                      |            |   |                    |           
|Materials and Labor used in production                                                         |  |                      | 93,453     |   |                    | 72,320    
|Write down of obsolete inventory parts                                                         |  |                      | -          |   |                    | 400,000   
|Total Cost of product revenue                                                                  |  |                      | 93,453     |   |                    | 472,320   
|Gross Profit (Loss) from Operations                                                            |  |                      | 244,721    |   |                    | (327,657  
|Selling, general and administrative expenses                                                   |  |                      |            |   |                    |           
|General and adminitsrative                                                                     |  |                      | 403,048    |   |                    | 171,397   
|Stock compensation                                                                             |  |                      | 449,180    |   |                    | 46,125    
|Stock compliance                                                                               |  |                      | 132,810    |   |                    | 157,590   
|Research and development                                                                       |  |                      | 33,172     |   |                    | 56,750    
|Professional fees                                                                              |  |                      | 157,065    |   |                    | 86,872    
|Marketing and trade shows                                                                      |  |                      | 141,329    |   |                    | 91,767    
|Total Selling, general and admintrative expenses                                               |  |                      | 1,316,604  |   |                    | 610,501   
|Loss Before Other Income (Expenses)                                                            |  |                      | (1,071,883 | ) |                    | (938,158  
|OTHER INCOME (EXPENSES)                                                                        |  |                      |            |   |                    |           
|Interest expense                                                                               |  |                      | (11,313    | ) |                    | -         
|Interest income                                                                                |  |                      | 32,293     |   |                    | 19,280    
|Induced conversion cost                                                                        |  |                      | -          |   |                    | (2,705,457
|Write off of discount on converted debt                                                        |  |                      | -          |   |                    | -         
|Amortization of deferred loan discount                                                         |  |                      | (141,016   | ) |                    | (363,610  
|Amortization of deferred loan cost                                                             |  |                      | (126,185   | ) |                    | (142,363  
|Total Other Income (Expense)                                                                   |  |                      | (246,221   | ) |                    | (3,192,150
|LOSS BEFORE PROVISION FOR INCOME TAXES                                                         |  |                      | (1,318,104 | ) |                    | (4,130,308
|Provision for income taxes                                                                     |  |                      | -          |   |                    | -         
|NET LOSS APPLICABLE TO COMMON SHARES                                                           |  | $                    | (1,318,104 | ) | $                  | (4,130,308
|NET LOSS PER BASIC AND DILUTED COMMON SHARE                                                    |  | $                    | (0.23      | ) | $                  | (2.00     
|WEIGHTED AVERAGE NUMBER OF COMMON                                                              |  |                      |            |   |                    |           
|SHARES OUTSTANDING                                                                             |  |                      | 5,708,305  |   |                    | 2,064,414 
|                                                                                              
|                                                                                              
|                                                                                              
|The accompanying notes are an integral part of the condensed consolidated financial statements | 

5

---



CONOLOG CORPORATION AND SUBSIDIARIESCondensed Consolidated Statements of Cash FlowsFor The Six Months Ended January 31, 2008 and 2007(Unaudited)

|                                                                                               |  |   | 2008       |   |  |   | 2007       |  
|---------------------------------------------------------------------------------------------- |  | - | ---------- | - |  | - | ---------- | -
|CASH FLOWS FROM OPERATING ACTIVITIES                                                           |  |   |            |   |  |   |            |  
|Net loss                                                                                       |  | $ | (4,177,068 | ) |  | $ | (4,840,921 | )
|Adjustments to reconcile net loss to net cash                                                  |  |   |            |   |  |   |            |  
|used in operations:                                                                            |  |   |            |   |  |   |            |  
|Depreciation                                                                                   |  |   | 12,000     |   |  |   | 20,000     |  
|Amortization of deferred compensation                                                          |  |   | 659,700    |   |  |   | 92,250     |  
|Amortization of prepaid consulting expense                                                     |  |   | 60,300     |   |  |   | 51,250     |  
|Write off of discount on converted debt                                                        |  |   | 705,088    |   |  |   | -          |  
|Induced conversion cost                                                                        |  |   | 944,362    |   |  |   | 2,705,457  |  
|Amortization of discount on debenture                                                          |  |   | 349,939    |   |  |   | 391,580    |  
|Write down of obsolete inventory                                                               |  |   | 100,000    |   |  |   | 476,802    |  
|Changes in assets and liabilities                                                              |  |   |            |   |  |   |            |  
|(Increase) decrease in accounts receivable                                                     |  |   | (78,662    | ) |  |   | 163,456    |  
|(Increase) in accounts receivable - other                                                      |  |   | -          |   |  |   | (8,553     | )
|(Increase) decrease in prepaid expenses                                                        |  |   | (63,598    | ) |  |   | 24,056     |  
|(Increase) in inventories                                                                      |  |   | (82,236    | ) |  |   | (103,227   | )
|Deferred loan closings costs                                                                   |  |   | 252,370    |   |  |   | 153,313    |  
|(Decrease) in accounts payable                                                                 |  |   | (12,605    | ) |  |   | (40,821    | )
|(Decrease) in accrued expenses and other liabilities                                           |  |   | (6,853     | ) |  |   | (37,530    | )
|Net cash used in operations                                                                    |  |   | (1,337,263 | ) |  |   | (952,888   | )
|CASH FLOWS FROM INVESTING ACTIVITIES                                                           |  |   |            |   |  |   |            |  
|Purchase of certificates of deposit                                                            |  |   | (2,210,696 | ) |  |   | -          |  
|Redemption of certificates of deposit                                                          |  |   | 2,037,330  |   |  |   | -          |  
|Deferred research and development                                                              |  |   | -          |   |  |   | (184,278   | )
|Purchase of equipment and leasehold improvements                                               |  |   | -          |   |  |   | (10,638    | )
|Net cash used in investing activities                                                          |  |   | (173,366   | ) |  |   | (194,916   | )
|CASH FLOWS FROM FINANCING ACTIVITIES                                                           |  |   |            |   |  |   |            |  
|Proceeds from issuance of stock and warrants                                                   |  |   | 1,334,200  |   |  |   | 239,584    |  
|Proceeds from note receivable                                                                  |  |   | 7,432      |   |  |   | 7,063      |  
|Net cash provided by financing activities                                                      |  |   | 1,341,632  |   |  |   | 246,647    |  
|NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                           |  |   | (168,997   | ) |  |   | (901,157   | )
|CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                                                |  |   | 687,011    |   |  |   | 2,860,949  |  
|CASH AND CASH EQUIVALENTS - END OF PERIOD                                                      |  | $ | 518,014    |   |  | $ | 1,959,792  |  
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                                              |  |   |            |   |  |   |            |  
|CASH PAID DURING THE YEAR FOR:                                                                 |  |   |            |   |  |   |            |  
|Interest expense                                                                               |  | $ | 11,351     |   |  | $ | -          |  
|Income Taxes                                                                                   |  | $ | -          |   |  | $ | -          |  
|SUPPLEMENTAL DISCLOSURE OF NONCASH ACTIVITIES:                                                 |  |   |            |   |  |   |            |  
|Debt converted to equity                                                                       |  | $ | 1,246,171  |   |  | $ | 1,250,000  |  
|Common stock issued for deferred compensation                                                  |  | $ | 1,319,400  |   |  | $ | 184,500    |  
|Common stock issued for services provided                                                      |  | $ | -          |   |  | $ | 51,250     |  
|                                                                                              
|                                                                                              
|The accompanying notes are an integral part of the condensed consolidated financial statements | 

6

---



Note 1  Unaudited Financial Statements

These condensed consolidated financial statements should be read in conjunction with the audited financial statements included in the Annual Report on Form 10-KSB for the year ended July 31,
2007. Since certain information and footnote disclosures normally included in condensed financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to the instructions to Form 10-QSB of
Regulation S-B as promulgated by the Securities and Exchange Commission, these condensed consolidated financial statements specifically refer to the footnotes to the condensed consolidated financial statements of the Company as of July 31, 2007. In
the opinion of management, these unaudited interim condensed consolidated financial statements reflect all adjustments and disclosures necessary for a fair statement of the financial position and results of operations and cash flows of the Company
for the interim periods presented. Such adjustments consisted only of those of a normal recurring nature. Results of operations for the six months ended January 31, 2008 should not necessarily be taken as indicative of the results of operations that
may be expected for the fiscal year ending July 31, 2008

Note 2  Conversion of Debt

On March 12, 2007 a private placement of an aggregate of $2,825,000, principal amount, of Convertible Debentures was placed with 8 investors. The Convertible Debentures, subject to stockholder approval as required by
any applicable Nasdaq rules, the Convertible Debentures are convertible into an aggregate of 1,412,500 shares of the common stock of the Company.

The Conversion Price of the Convertible Debentures is $2.00 per share. The investors have also received warrants to purchase an aggregate of 1,412,500 shares of the Companys common stock at an exercise price of
$2.88 per share, exercisable beginning at any time on the sooner of September 8, 2007 or the date the Companys stockholders approves the issuance of the Companys common stock issuable on conversion of the Convertible Debentures (if
such approval is required by the applicable rules of the Nasdaq) through the fifth anniversary of the issuance. In addition, the selling agent (including certain of its employees and affiliates) was granted a warrant to acquire 282,500 shares of the
Companys common stock. The Company received net proceeds of $2,487,500.

On September 7, 2007, the Companys Board of Directors voted unanimously to adjust the original conversion price of their outstanding debentures from $2.00 to $1.40. Resulting in the reduction in Notes payable
of $ 1,246,171.

On December 26, 2007, the Companys Board of Directors voted unanimously to further adjust the original conversion price of their outstanding debentures from $1.40 to $1.05. There has been no reduction in Notes
payable as of this filing.

Note 3  Private Equity Placement

On November 2, 2007, the Company issued and sold in a private placement (the Private Placement), an aggregate of 953,000 shares of common stock (the Common Shares) at a purchase price of $1.40
per share, and warrants to purchase 476,500 shares of the Companys common stock, which are exercisable for a period commencing six months from November 2, 2007 for five years to November 2, 2012, at an exercise price of $1.66 per share
(the Subscriber Warrants). From the sale of the Common Shares, the Company received net proceeds of $1,163,268 after deducting attorneys' fees, printing fees and other miscellaneous fees related to the Private Placement.

Note 4  Reclassification

Certain reclassifications have been made to the January 31, 2007 condensed consolidated financial statements to conform to the 2008 presentation. These changes had no effect on net loss for the three and six month period
ended January 31, 2007.

7

---



ITEM 2  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JANUARY 31, 2008

Product revenues for the six months ended January 31, 2008 totaled $522,727 representing a net increase of 92% from the $272,324 reported for the same six-month period last year. The
Company attributes this to increased order releases from utilities. For the three months ended January 31, 2008 product revenues totaled $338,174 representing an increase of 134% over the same three month period last year.

Product Cost (Material and Direct Labor) for the three and six months ended January 31, 2008 totaled $93,453 and $196,602 respectively.

For the six months ended January 31, 2008 the Company, in accordance with its inventory management policy, has expensed $100,000 of cost relating to inventory parts which had become
obsolete.

Gross Profit for the three and six months ended January 31, 2008 amounted to $244,721 and $226,125, respectively, a direct result of the increase in sales deliveries.

Selling, general and administrative expenses for the three and six months ended January 31, 2008 amounted to $1,316,604 and $2,188,990, respectively. Included in these expenses were
non-operating expenses for Stock Compensation of $779,030; Stock compliance costs of $166,792; expenses relating to research and development costs of $77,262; other professional fees of $224,119 and marketing/trade show costs of
$215,930.

Other non-cash non-operating expenses for the six-month period included expenses related to the induced conversion cost of $944,362; charges of $705,088 for discount on converted debt,
$349,939 for amortization of deferred debenture discount and $252,370 for amortization of deferred debenture costs.

As a result of the foregoing, the Company reported a net loss from operations of ($4,177,068) or ($.84) per share compared to a loss of ($4,840,921) or ($2.54) per share for the
six months ended January 31, 2008 and 2007, respectively.

LIQUIDITY AND FINANCIAL CONDITION

Inventories from the Companys product segment decreased from $538,854 at July 31, 2007 to $521,090 for the six months ended January 31, 2008, a net decrease of $17,764, which
is attributed to the Companys inventory obsolescence management policy.

Accounts Receivable-trade increased to $143,430 for the six months ended January 31, 2008 from $64,768 as of July 31, 2007. This increase is attributed to sales orders shipped during
the quarter.

The Company expects to meet its cash requirements for the next 12 months through existing cash balances.

STATEMENT REGARDING PRESENT OPERATIONS

There were no material changes in the nature of the operations of the Registrant during the six months ended January 31, 2008. Detailed information is contained in the Registrants annual
report on Form 10-KSB for the fiscal year ended July 31, 2007.

FORWARD LOOKING STATEMENTS

This quarterly report contains certain forward-looking statements within the meaning of Section 27A of The Securities Act of 1933, as amended and section 21E of The Securities Act
of 1934, as amended. Such Statements are subject to certain risks and uncertainties, including, among other things, significant variations in recognizing revenue due to customer-caused delays, and intense competition from more well known companies,
that could cause actual results to differ materially from historical earnings and those presently anticipated or projected. The Company wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as
of the date made.  The Company wishes to advise readers that the factors listed above, among other factors, could affect the Companys financial performance

8

---



and could cause the Companys actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements.  The Company does not undertake,
and specifically declines any obligations, to publicly release the results of any revisions, which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of
unanticipated events.

ITEM 3  CONTROLS AND PROCEDURES
     (a) Evaluation of disclosure controls and procedures

Pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, the Company carried out an evaluation, under the supervision and with the participation of the Companys management,
including the Companys principal executive officer and principal financial officer, of the effectiveness of the design and operation of the Companys disclosure controls and procedures (as defined under Rule 13a-15 (e) under the
Securities Exchange Act of 1934) as of the end of the period covered by this report. Based upon that evaluation, the Companys principal executive officer and principal financial officer concluded that the Companys disclosure controls and
procedures are effective for gathering, analyzing and disclosing the information we are required to disclose under the Securities and Exchange Act of 1934.

(b) Changes in internal controls

There have been no significant changes in the Companys internal controls or, to its knowledge, in other factors that could significantly affect internal controls subsequent to the date
the Company carried out its evaluation.

PART II - OTHER INFORMATION

|1.                                                                                                                                                       | Legal Proceedings Meyers
        Associates, L.P. v. Conolog Corporation,
        Supreme Court of the State of New York, County of New York Index No.
    600824/07
|-------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                         |                                                                                                                                                                      
|On December 3, 2007 Conolog filed a Memorandum
      of Law In Support of Conologs Motion To Dismiss, Or, in the Alternative,
    for Summary Judgment.
|                                                                                                                                                         |                                                                                                                                                                      
|2.                                                                                                                                                       | Unregistered Sales of Equity Securities and Use of Proceeds  None                                                                                                   
|                                                                                                                                                        
|3                                                                                                                                                        | Defaults upon Senior Securities  None                                                                                                                               
|                                                                                                                                                        
|4.                                                                                                                                                       | Submission of Matters to a Vote of Security Holders - None                                                                                                           
|                                                                                                                                                        
|5.                                                                                                                                                       | Other Information  None                                                                                                                                             
|                                                                                                                                                         |                                                                                                                                                                      
|6.                                                                                                                                                       | Exhibits                                                                                                                                                             
|                                                                                                                                                         |                                                                                                                                                                      
|                                                                                                                                                         | Exhibit Number                                                                                                                                                       
|                                                                                                                                                         |                                                                                                                                                                      
|                                                                                                                                                         | 31                                                                                                                                                                   
|                                                                                                                                                        
|                                                                                                                                                         | 32                                                                                                                                                                   
|                                                                                                                                                        

SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrants caused this report to be signed on its behalf by the undersigned, thereunto and duly authorized

CONOLOG CORPORATION

|Date: March 14, 2008 |  | By /s/ Robert S. Benou               
|-------------------- |  | -------------------------------------
|                     |  | Robert S. Benou                      
|                     |  | Chairman, Chief Executive Officer,   
|                     |  | Chief Financial Officer and Treasurer

9



---