Exhibit 31(2)


                      CERTIFICATION PURSUANT TO RULE 13A-14
           OF THE SECURITIES EXCHANGE ACT OF 1934 AS ADOPTED PURSUANT
                TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
                                       OF
                PRESIDENT, CHIEF OPERATING OFFICER AND SECRETARY

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 this
      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
            internal 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, particular during the period
            which this report is being prepared;

      b.    Evaluated the effectiveness of the Registrant's disclosure controls
            and procedures and presented in this report our conclusions about
            the effectiveness of the disclosures controls and procedures, as of
            the end of the period covered by this quarterly report on such
            evaluation; and

      c.    Disclosed in this report any change in the Registrant's internal
            financial reporting that occurred during the Registrant's most
            recent fiscal quarter (the Registrant's fourth fiscal quarter in the
            case of an annual report) that has materially affected, or is
            reasonable likely to materially affect, the Registrant's internal
            control over the financial reporting; and

5.    The Registrant's other certifying officers and I have disclosed, based on
      our most recent evaluation of internal control over financial reporting,
      to the Registrant's auditors and the audit committee of Registrant's board
      of directors (or persons performing the applicable equivalent functions):

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      a.    All significant deficiencies and material weakness in the design or
            operation of internal controls over financial reporting which are
            reasonable likely to 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: March 15, 2004                        By: /s/ MARC BENOU
                                            ------------------------------------
                                            Marc Benou
                                            President, Chief Operating Officer,
                                            and Secretary